Common use of Consent of Lender Clause in Contracts

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE [Name of Institution] By: /s/ XXXXXX X. XXXX Managing Director

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE 0000 XXXX XX XXXXXX [Name of Institution] By: /s/ XXXXXX X. XXXXX XXXX Managing DirectorVice President

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE 0000 XXX XXXX XX XXXX XXXXXX [Name of Institution] By: /s/ XXXXXX X. XXXX XXX XXXXXXXX Managing Director, Corporate

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE BANK ONE, N.A. [Name of Institution] By: /s/ XXXXXX X. XXXX Managing XXXXXXX Director, Capital Markets

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE FIRST UNION NATIONAL BANK [Name of Institution] By: /s/ XXXXXXX X. XXXXXX X. XXXX Managing DirectorVice President

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE Westdeutsche Landesbank Girozentrale [Name of Institution] By: /s/ XXXXX X. XXXXXX Associate Director By: /s/ XXXX X. XXXX Managing XXXXXX Associate Director

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE THE BANK OF EAST ASIA, LIMITED [Name of Institution] By: /s/ XXXXXX X. XXXX Managing DirectorXX Vice President & General Manager By: /s/ XXXXX XXX Business Manager

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE BNP PARIBAS [Name of Institution] By: /s/ XXXXXX X. XXXX Managing X.X. XX Director By: /s/ XXXXXXXX XXXXXXXX Director

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE ARAB BANK PLC [Name of Institution] By: /s/ XXXXXX X. XXXX Managing DirectorXXXXXXXX Vice President

Consent of Lender. Reference is hereby made to that certain FIVE YEAR CREDIT AGREEMENT dated as of November 30, 1999 (the "Credit Agreement") among HILTON HOTELS CORPORATION, THE BANK OF NOVA SCOTIA, FIRST UNION NATIONAL BANK AND WACHOVIA BANK, as Syndication Agents, the Lenders who are parties thereto, and BANK OF AMERICA, N.A., as Administrative Agent. The undersigned Lender hereby consents to the execution and delivery of the SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender. Dated: , 2001 SOCIETE GENERALE The Industrial Bank of Japan, Limited [Name of Institution] By: /s/ XXXXXX XXXXXXX X. XXXX Managing DirectorXXXXXXXX Joint General Manager