The Revolving Loan Documents and the Notes Documents provide, among other things, that theparties thereto shall set forth in this Agreement their respective rights and remedies with respectto the Collateral and certain other matters; andRevolving Collateral Agent and Notes Collateral Agent have agreed to the intercreditor andother provisions set forth in this Agreement.**AGREEMENT**In consideration of the foregoing, the mutual covenants and obligations herein set forth andfor other good and valuable consideration, the sufficiency and receipt of which are herebyacknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:**SECTION 1.**Definitions.1.1 UCC Terms. The following terms have the meanings given to them in the UCC andterms used herein without definition that are defined in the UCC have the meanings given to them inthe UCC (such meanings to be equally applicable to both the singular and plural forms of the termsdefined): “account”, “account debtor”, “chattel paper”, “commercialtort claim”, “deposit account”, “equipment”, “fixture”, “generalintangible”, “goods”, “instruments”, “inventory”, “letter-of-creditright”, “proceeds”, “record”, “securities account”, “security”and “supporting obligation”.1.2 Defined Terms. As used in the Agreement, the following terms shall have thefollowing meanings:“Agreement” means this Intercreditor Agreement.“AMLLC” has the meaning set forth in the recitals to this Agreement.“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” asnow and hereafter in effect, or any successor statute.“Bankruptcy Law” means the Bankruptcy Code and any other federal, state, or foreignlaw for the relief of debtors.“Business Day” means any day other than a Saturday, Sunday, or day on which commercialbanks in the state of New York are authorized or required by law to remain closed.“Cash Collateral” has the meaning set forth in Section 6.2.“Claimholders” means, with respect to the Revolving Obligations, all RevolvingClaimholders and with respect to the Notes Obligations, all Notes Claimholders.“Collateral” means any and all of the assets and property of any Grantor, whetherreal, personal or mixed, which constitute Revolving Collateral or Notes Collateral.“Default Disposition” means any private or public Disposition of (i) all or anymaterial portion of the Revolving Priority Collateral by one or more Grantors with the consent ofRevolving Collateral Agent after the occurrence and during the continuance of a Revolving Default(and prior to the Discharge of Revolving Obligations) or (ii) all or any material portion of theNotes Priority Collateral by one or more Grantors with the consent of Notes Collateral Agent afterthe occurrence and during the continuance of a Notes Default (and prior to the Discharge of NotesObligations), which Disposition is conducted by such Grantors with the consent of RevolvingCollateral Agent in the case of the former, or Notes Collateral Agent in the case of the latter, inconnection with good faith efforts by Revolving Collateral Agent or Notes Collateral Agent, as thecase may be, to collect the Revolving Obligations through the Disposition of Revolving Priority Collateral or the Notes Obligationsthrough the Disposition of Notes Priority Collateral.
 
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“DIP Financing” has the meaning set forth in Section 6.2.“Discharge of Notes Obligations” means, except to the extent otherwise expresslyprovided in Section 5.5(b), all Notes Obligations (other than contingent indemnificationobligations for which no underlying claim has been asserted) have been indefeasibly paid, performedor discharged in full (with all such Notes Obligations consisting of monetary or paymentobligations having been paid in full in cash).“Discharge of Revolving Obligations” means, except to the extent otherwise expresslyprovided in Section 5.5(a): (a) all Revolving Obligations (other than contingentindemnification obligations for which no underlying claim has been asserted) have been indefeasiblypaid, performed or discharged in full (with all such Revolving Obligations consisting of monetaryor payment obligations having been paid in full in cash), (b) no Person has any further right toobtain any loans, letters of credit, bankers’ acceptances, or other extensions of credit under thedocuments relating to such Revolving Obligations, and (c) any and all letters of credit, bankers’acceptances or similar instruments issued under such documents have been cancelled and returned (orbacked by stand-by guarantees or cash collateralized) in accordance with the terms of suchdocuments.“Disposition” or “Dispose” means the sale, assignment, transfer, license,lease (as lessor), exchange, or other disposition (including any sale and leaseback transaction) ofany property by any person (or the granting of any option or other right to do any of theforegoing).“Enforcement Notice” shall mean a written notice delivered by either the RevolvingCollateral Agent or the Notes Collateral Agent to the other stating that a Revolving Default orNotes Default, as applicable, has occurred and is continuing under the Revolving Credit Agreementor the Indenture, as applicable, and that an Enforcement Period has commenced with respect to theRevolving Priority Collateral or Notes Priority Collateral, as applicable, specifying the relevantevent of default, stating the current balance of the Revolving Obligations or the Note Obligations,as applicable, and requesting the current balance of the Revolving Obligations or Note Obligations,as applicable, owing to the noticed party.“Enforcement Period” shall mean the period of time following the receipt by either theRevolving Collateral Agent or the Notes Collateral Agent of an Enforcement Notice from the otherand continuing until the earliest of (a) in case of an Enforcement Period commenced by the NotesCollateral Agent, the Discharge of Notes Obligations, (b) in the case of an Enforcement Periodcommenced by the Revolving Collateral Agent, the Discharge of Revolving Obligations, or (c) theRevolving Collateral Agent or the Notes Collateral Agent (as applicable) terminate, or agree inwriting to terminate, the Enforcement Period (including in connection with a waiver or cure of thedefault that gave rise to such Enforcement Notice).“Excluded Foreign Collateral” means (a) any Capital Stock of a Canadian Subsidiary (asdefined in the Revolving Credit Agreement) that is a Subsidiary of a AMLCC and (b) all assets andproperty owned by the Excluded Foreign Grantors and subject to the Revolving Loan Documents,including, without limitation, (x) all “Collateral” (as defined in the Canadian Security Agreement)(as defined in the Revolving Credit Agreement)) and (y) all “Collateral” (as defined in theCanadian Pledge Agreement (as defined in the Revolving Credit Agreement)).“Excluded Foreign Grantors” means, collectively, all borrowers, guarantors andgrantors under the Revolving Loan Documents not organized under the laws of any state of the UnitedStates or the District of Columbia, including, without limitation, the “Canadian Credit Parties”(as defined in the Revolving Credit Agreement).“Excluded Holdings Collateral” means (a) all assets and property owned by Holdings andsubject to the Revolving Loan Documents and (b) all “Collateral” (as defined in the US RevolvingPledge Agreement) of Holdings.
 
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“Exercise any Secured Creditor Remedies” or “Exercise of Secured CreditorRemedies” means (a) the taking of any action to enforce any Lien in respect of, exercise anyright, remedy or power with respect to, or otherwisetake any action to enforce its interest in or realize upon, or take any other action availableto it in respect of, the Collateral, including the institution of any judicial or nonjudicialforeclosure proceedings or having or seeking to have a trustee, receiver, liquidator or similarofficial appointed for or over the Collateral or taking any action to take possession of theCollateral, the noticing of any public or private sale or other Disposition pursuant to Article 9of the UCC or any diligently pursued in good faith attempt to vacate or obtain relief from a stayor other injunction restricting any other action described in this definition, (b) the exercise ofany right or remedy provided to a secured creditor under the Revolving Loan Documents or the NotesDocuments (including, in either case, any delivery of any notice to otherwise seek to obtainpayment directly from any account debtor of any Grantor or the taking of any action or the exerciseof any right or remedy in respect of the setoff or recoupment against the Collateral or proceeds ofCollateral), under applicable law, at equity, in an Insolvency Proceeding or otherwise, includingcredit bidding or otherwise the acceptance of Collateral in full or partial satisfaction of a Lien,(c) the sale, assignment, transfer, lease, license, or other Disposition of all or any portion ofthe Collateral, by private or public sale or any other means, (d) the solicitation of bids fromthird parties to conduct the liquidation of all or a material portion of Collateral to the extentundertaken and being diligently pursued in good faith to consummate the Disposition of suchCollateral within a commercially reasonable time, (e) the engagement or retention of sales brokers,marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third partiesfor the purposes of valuing, marketing, or Disposing of, all or a material portion of theCollateral to the extent undertaken and being diligently pursued in good faith to consummate theDisposition of such Collateral within a commercially reasonable time, (f) the exercise of any otherenforcement right relating to the Collateral (including the exercise of any voting rights relatingto any capital stock composing a portion of the Collateral or seeking relief from the automaticstay) whether under the Revolving Loan Documents, the Notes Documents, under applicable law of anyjurisdiction, in equity, in an Insolvency Proceeding, or otherwise, or (g) the pursuit of DefaultDispositions relative to all or a material portion of the Collateral to the extent undertaken andbeing diligently pursued in good faith to consummate the Disposition of such Collateral within acommercially reasonable time but in all cases excluding (i) the establishment of borrowing basereserves, collateral ineligibles, or other conditions for advances, (ii) the changing of advancerates or advance sublimits, (iii) the imposition of a default rate or late fee, (iv) the collectionand application of accounts or other monies deposited from time to time in deposit accounts orsecurities accounts, in each case, to the extent constituting Revolving Priority Collateral,against the Revolving Obligations pursuant to the provisions of the Revolving Loan Documents(including, without limitation, the notification of account debtors, depositary institutions or anyother Person to deliver proceeds of Collateral to the Revolving Collateral Agent), (v) thecessation of lending pursuant to the provisions of the Revolving Loan Documents, including upon theoccurrence of a default on the existence of an overadvance, (vi) the filing of a proof of claim inany Insolvency, (vii) the consent by the Revolving Collateral Agent to disposition by any Grantorof any of the Revolving Priority Collateral (other than in connection with liquidation of theRevolving Priority Collateral at the request of the Revolving Collateral Agent), and (viii) theacceleration of the Notes Obligations or the Revolving Obligations.“Finance Sub” has the meaning set forth in the recitals to this Agreement.“Governmental Authority” means the government of the United States of America or anyother nation, any political subdivision thereof, whether state or local, and any agency, authority,instrumentality, regulatory body, court, central bank, or other entity exercising executive,legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertainingto government.“Grantors” means the US Revolving Grantors, the US Revolving Pledgors, the NotesGrantors, the Notes Pledgors and each other person (other than the Excluded Foreign Grantors) thatmay from time to time execute and deliver a Revolving Collateral Document or a Notes CollateralDocument as a “debtor,” “grantor,” or “pledgor” (or the equivalent thereof); provided thatHoldings is a “Grantor” solely with respect to the Revolving Collateral Documents and not withrespect to the Notes Collateral Documents.“Holdings” has the meaning set forth in the recitals to this Agreement.“Indenture” has the meaning set forth in the recitals to this Agreement.
 
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“Insolvency Proceeding” means:(a) any voluntary or involuntary case or proceeding under any Bankruptcy Law withrespect to any Grantor;(b) any other voluntary or involuntary insolvency or bankruptcy case or proceeding, orany receivership, liquidation or other similar case or proceeding with respect to anyGrantor or with respect to a material portion of its assets;(c) any liquidation, dissolution, or winding up of any Grantor (other than as permittedby the Notes Documents and the Revolving Loan Documents) whether voluntary or involuntaryand whether or not involving insolvency or bankruptcy; or(d) any assignment for the benefit of creditors or any other marshaling of assets forcreditors of any Grantor or other similar arrangement in respect of such Grantor’s creditorsgenerally.“Intellectual Property” means the “Intellectual Property” as that term is defined inthe Notes Security Agreement as in effect on the date hereof.“Letters of Credit” means the “Letters of Credit,” as that term is defined in theRevolving Credit Agreement.“Lien” means any lien, mortgage, pledge, assignment, security interest, charge, orencumbrance of any kind (including any agreement to give any of the foregoing, any conditional saleor other title retention agreement, and any lease in the nature thereof) and any option, trust, orother preferential arrangement having the practical effect of any of the foregoing.“Mortgage” means each mortgage, deed of trust or deed to secure debt pursuant to whicha Grantor grants to the (a) Revolving Collateral Agent, for the benefit of the RevolvingClaimholders, Liens upon the real estate Collateral owned by such Grantor, as security for theRevolving Obligations or (b) Notes Collateral Agent, for the benefit of the Notes Claimholders,Liens upon the real estate Collateral owned by such Grantor, as security for the Notes Obligations.“Notes Claimholders” means holders of Notes, the Trustee, the Notes Collateral Agentand any holders of, or trustees, collateral agents or other representatives with respect to, OtherPari Passu Lien Obligations.“Notes Collateral Agent” has the meaning set forth in the preamble to this Agreement.“Notes Collateral” means any and all of the assets and property of any Grantor,whether real, personal or mixed, with respect to which a Lien is granted as security for any NotesObligations. For the avoidance of doubt, the Notes Collateral shall not include any ExcludedForeign Collateral or Excluded Holdings Collateral.“Notes Collateral Documents” means the Notes Security Agreement, the Notes PledgeAgreement and any other agreement pursuant to which a Lien is granted securing any NotesObligations or under which rights or remedies with respect to such Liens are governed.“Notes Default” means any “Event of Default,” as such term is defined in theIndenture, or any event of default under any other Notes Document.“Notes Documents” means the Indenture, the Notes and the Notes Collateral Documents.“Notes Grantors” has the meaning set forth in the recitals to this Agreement.“Notes Guarantor” has the meaning set forth in the recitals to this Agreement.
 
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“Notes Obligations” means all obligations and all amounts owing, due, or secured underthe Notes Documents, and all Other Pari Passu Lien Obligations, whether now existing or arisinghereafter, including all principal,premium, interest, fees, attorneys fees, costs, charges, expenses, reimbursement obligations,indemnities, guarantees, and all other amounts payable under or secured by any Notes Document orOther Pari Passu Lien Obligations Agreement (including, in each case, all amounts accruing on orafter the commencement of any Insolvency Proceeding relating to AMLLC).“Notes Pledge Agreement” has the meaning set forth in the recitals to this Agreement.“Notes Pledged Shares” means the “Pledged Shares” as defined in the Notes PledgeAgreement.“Notes Pledgors” has the meaning set forth in the recitals to this Agreement.“Notes Priority Collateral” means all now owned or hereafter acquired Notes Collateralthat constitutes:(i) all Notes Pledged Shares;(ii) all equipment;(iii) all Intellectual Property;(iv) all Pledged Debt (as defined in the Notes Pledge Agreement);(v) all Real Estate Assets;(vi) all general intangibles, instruments, books and records and supporting obligationsrelated to the foregoing and proceeds of the foregoing (except to the extent any of theforegoing constitute Revolving Priority Collateral; and(viii) all other goods (including but not limited to fixtures) and assets of each NotesGrantor not constituting Revolving Priority Collateral, Excluded Foreign Collateral orExcluded Holdings Collateral, whether tangible or intangible and wherever located.Notwithstanding the foregoing, the Notes Priority Collateral shall not include any ExcludedForeign Collateral or Excluded Holdings Collateral.“Notes Security Agreement” has the meaning set forth in the recitals to thisAgreement.“Obligations” shall mean, as applicable, (a) all Revolving Obligations and (b) allNotes Obligations.“Other Pari Passu Lien Obligations” means indebtedness or other obligations of AMLLC,Finance Sub or the Notes Guarantors issued following the date of this Agreement to the extent (a)such indebtedness is not prohibited by the terms of the Revolving Credit Agreement, the Indentureand each then extant Other Pari Passu Lien Obligations Agreement from being secured by Liens on theNotes Collateral ranking pari passu with the Liens securing the Notes, (b) the Notes Grantors andNotes Pledgors have granted Liens, consistent with clause (a), on the Notes Collateral to securethe obligations in respect of such indebtedness, (c) such indebtedness or other obligationsconstitute “Other Pari Passu Lien Obligations” as defined in the Indenture, and (d) the Other PariPassu Lien Obligations Agent, for the holders of such indebtedness has entered into a joinderagreement on behalf of the holders under such agreement acknowledging that such holders shall bebound by the terms hereof applicable to Notes Claimholders.“Other Pari Passu Lien Obligations Agent” means the Person appointed to act astrustee, agent or representative for the holders of Other Pari Passu Lien Obligations pursuant toany Other Pari Passu Lien Obligations Agreement.“Other Pari Passu Lien Obligations Agreement” means the indenture, credit agreement orother agreement under which any Other Pari Passu Lien Obligations are incurred.
 
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“Person” means any natural person, corporation, trust, business trust, joint venture,joint stock company, association, company, limited liability company, partnership, GovernmentalAuthority, or other entity.“Pledged Collateral” has the meaning set forth in Section 5.4(a).“Priority Collateral” with respect to the Revolving Claimholders, all RevolvingPriority Collateral, and with respect to the Notes Claimholders, all Notes Priority Collateral.“Real Estate Asset” means, at any time of determination, any fee interest of AMLLC,Finance Sub or any Notes Guarantor; in owned real property; provided that such asset has afair market value in excess of $5.0 million.“Recovery” has the meaning set forth in Section 6.7.“Refinance” means, in respect of any indebtedness, to refinance, modify, extend,renew, defease, supplement, restructure, replace, refund or repay, or to issue other indebtednessin exchange or replacement for such indebtedness, in whole or in part, whether with the same ordifferent lenders, arrangers and/or agents. “Refinanced” and “Refinancing” shallhave correlative meanings.“Revolving Borrower” and “Revolving Borrowers” have the meanings set forth inthe recitals to this Agreement.“Revolving Claimholders” means, at any relevant time, the holders of RevolvingObligations at that time, including Revolving Lenders, Letter of Credit Issuers (as defined in theRevolving Credit Agreement), Cash Management Banks (as defined in the Revolving Credit Agreement),Hedge Banks (as defined in the Revolving Credit Agreement) and the Agents (as defined in theRevolving Credit Agreement) and any lender, or duly appointed trustee or collateral agent or otherduly appointed agent with respect to any Revolving Obligations described in clause (ii) of thedefinition thereof.“Revolving Collateral” means all of the assets and property of any Grantor, whetherreal, personal or mixed, with respect to which a Lien is granted as security for any RevolvingObligations (but excluding, for purposes hereof, all Excluded Foreign Collateral and ExcludedHoldings Collateral).“Revolving Collateral Agent” has the meaning set forth in the preamble to thisAgreement.“Revolving Collateral Documents” means the US Revolving Security Agreement, the USRevolving Pledge Agreement and any other agreement, document, or instrument pursuant to which aLien is granted securing any Revolving Obligation or under which rights or remedies with respect tosuch Liens are governed.“Revolving Credit Agreement” has the meaning set forth in the recitals to thisAgreement.“Revolving Default” means any “Event of Default”, as such term is defined in theRevolving Credit Agreement, or any event of default under any other Revolving Loan Document.“Revolving Lenders” means the “Lenders” as defined in the Revolving Credit Agreementand any lenders with respect to any Revolving Obligations described in clause (ii) of thedefinition thereof.“Revolving Loan Documents” means the Revolving Credit Agreement, the RevolvingCollateral Documents and each of the other Credit Documents (as defined in the Revolving CreditAgreement) and any agreements under which any Revolving Obligations described in clause (ii) of thedefinition thereof are incurred.“Revolving Obligations” means (i) the “Obligations” as that term is defined in theRevolving Credit Agreement and (ii) any other “Lenders Debt” as defined in the Indenture)(including, in each case, all amounts accruing on or after the commencement of any InsolvencyProceeding relating to any Grantor and all amounts that would have accrued or become due under theterms of the Revolving Loan Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amountsis allowable or allowed in such Insolvency Proceeding).
 
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“Revolving Priority Collateral” means all now owned or hereafter acquired RevolvingCollateral that constitutes:(i) all Accounts (except to the extent such accounts constitute proceeds of the NotesPriority Collateral);(ii) all Instruments, Chattel Paper and other contracts, in each case, evidencing orsubstituted for any Accounts described in clause (i);(iii) all Deposit Accounts and Securities Accounts into which any proceeds of Accountsor Inventory are deposited (including all cash and other funds or other property held in oron deposit therein, except to the extent constituting identifiable proceeds of the NotesPriority Collateral or constituting Excluded Accounts (as defined in the US RevolvingSecurity Agreement));(iv) all documents of title for any Inventory;(v) all tax refunds;(vi) all Inventory;(vii) all guarantees, letters of credit, Letter -of -Credit Rights, security and othercredit enhancement, in each case, for the Accounts;(viii) all commercial tort claims and general intangibles (other than IntellectualProperty) to the extent relating to any Accounts or Inventory;(ix) all books and records pertaining to the foregoing; and(x) all substitutions, replacements, accessions, products or proceeds (including,without limitation, insurance proceeds) of any of the forgoing.“Subsidiary” of a person means a corporation, partnership, limited liability company,or other entity in which that person directly or indirectly owns or controls at least 50% of theshares of capital stock having ordinary voting power to vote in the election of directors (orappoint other comparable managers) of such corporation, partnership, limited liability company, orother entity.“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) asin effect in any applicable jurisdiction.“US Revolving Grantors” has the meaning set forth in the recitals to this Agreement.“US Revolving Pledge Agreement” has the meaning set forth in the recitals to thisAgreement.“US Revolving Pledgors” has the meaning set forth in the recitals to this Agreement.“US Revolving Security Agreement” has the meaning set forth in the recitals to thisAgreement.
 
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“Use Period” means the period commencing on the date that the Revolving CollateralAgent (or any Revolving Claimholder acting with the consent of the Revolving Collateral Agent)commences the Exercise of Secured Creditor Remedies in connection with any Revolving PriorityCollateral in a manner as provided in Section 3.8 (having theretofore furnished the NotesCollateral Agent with an Enforcement Notice) and ending on the earlier to occur of (i) 180 daysthereafter and (ii) the Discharge of Revolving Obligations. If any stay or other order that prohibitsany of the Revolving Collateral Agent or the other Revolving Claimholders fromcommencing and continuing to Exercise any Secured Creditor Remedies or to liquidate and sell theRevolving Priority Collateral has occurred by operation of law or has been entered by a court ofcompetent jurisdiction, such 180-day period shall be tolled during the pendency of any such stay orother order and the Use Period shall be so extended and upon lifting of the automatic stay, ifthere are fewer than 90 days remaining in such 180 day period, than such 180 day period shall beextended so that the Revolving Collateral Agent and the Revolving Claimholders have 90 days uponlifting of the automatic stay.1.3 Construction. The definitions of terms in this Agreement shall apply equally tothe singular and plural forms of the terms defined. Whenever the context may require, any pronounshall include the corresponding masculine, feminine, and neuter forms. The words “include,”“includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” Theword “will” shall be construed to have the same meaning and effect as the word “shall.” The term“or” shall be construed to have, except where otherwise indicated, the inclusive meaningrepresented by the phrase “and/or.” Unless the context requires otherwise:(a) except as otherwise provided herein, any definition of or reference to anyagreement, instrument, or other document herein shall be construed as referring to suchagreement, instrument, or other document as from time to time amended, restated,supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;(b) any reference to any agreement, instrument, or other document herein “as in effecton the date hereof” shall be construed as referring to such agreement, instrument, or otherdocument without giving effect to any amendment, restatement, supplement, modification, orRefinance after the date hereof;(c) any definition of or reference to Revolving Obligations or Notes Obligations hereinshall be construed as referring to the Revolving Obligations or Notes Obligations (asapplicable) as from time to time amended, restated, supplemented, modified, renewed,extended, Refinanced, refunded, or replaced;(d) any reference herein to any person shall be construed to include such person’ssuccessors and assigns;(e) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shallbe construed to refer to this Agreement in its entirety and not to any particular provisionhereof;(f) all references herein to Sections shall be construed to refer to Sections of thisAgreement; and(g) the words “asset” and “property” shall be construed to have the same meaning andeffect and to refer to any and all tangible and intangible assets and properties, includingcash, securities, accounts, and contract rights.**SECTION 2.**Lien Priorities.2.1 Relative Priorities. Notwithstanding the date, time, method, manner, or order ofgrant, attachment, or perfection of any Liens securing (or purportedly securing) the RevolvingObligations with respect to the Collateral or of any Liens securing (or purportedly securing) theNotes Obligations with respect to the Collateral (including, in each case, irrespective of whetherany such Lien is granted (or secures Obligations relating to the period) before or after thecommencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC orany other applicable law or the Revolving Loan Documents or the Notes Documents, as applicable, orany defect or deficiencies in, or failure to attach or perfect, the Liens securing (or purportedlysecuring) any of the Obligations, or any other circumstance whatsoever, the Notes Collateral Agentand the Revolving Collateral Agent hereby agree that:(a) any Lien with respect to the Revolving Priority Collateral securing any RevolvingObligations now or hereafter held by or on behalf of, or created for the benefit of,Revolving Collateral Agentor any Revolving Claimholders or any agent or trustee therefor, regardless of how orwhen acquired, whether by grant, possession, statute, operation of law, subrogation orotherwise, shall be senior in all respects and prior to any Lien with respect to theRevolving Priority Collateral securing any Notes Obligations;
 
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(b) any Lien with respect to the Notes Priority Collateral securing any NotesObligations now or hereafter held by or on behalf of, or created for the benefit of, NotesCollateral Agent or any Notes Claimholders or any agent or trustee therefor, regardless ofhow or when acquired, whether by grant, possession, statute, operation of law, subrogationor otherwise, shall be senior in all respects and prior to any Lien with respect to theNotes Priority Collateral securing any Revolving Obligations;(c) any Lien with respect to the Revolving Priority Collateral securing any NotesObligations now or hereafter held by or on behalf of, or created for the benefit of, NotesCollateral Agent, any Notes Claimholders or any agent or trustee therefor, regardless of howor when acquired, whether by grant, possession, statute, operation of law, subrogation orotherwise, shall be junior and subordinate in all respects to all Liens with respect to theRevolving Priority Collateral securing any Revolving Obligations; and(d) any Lien with respect to the Notes Priority Collateral securing any RevolvingObligations now or hereafter held by or on behalf of, or created for the benefit of,Revolving Collateral Agent, any Revolving Claimholders or any agent or trustee therefor,regardless of how or when acquired, whether by grant, possession, statute, operation of law,subrogation or otherwise, shall be junior and subordinate in all respects to all Liens withrespect to the Notes Priority Collateral securing any Notes Obligations.The subordination of Liens provided for in this Agreement shall continue to be effective withrespect to any part of the Collateral from and after the date hereof whether such Liens aredeclared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competentjurisdiction, as a result of any action taken by the Notes Collateral Agent or the RevolvingCollateral Agent, as applicable, or any failure by such person to take any action, with respect toany financing statement (including any amendment to or continuation thereof), mortgage or otherperfection document.2.2 Prohibition on Contesting Liens. Each of Notes Collateral Agent, for itself andon behalf of each Notes Claimholder, and Revolving Collateral Agent, for itself and on behalf ofeach Revolving Claimholder, agrees that it will not (and hereby waives any right to), directly orindirectly, contest, or support any other person in contesting, in any proceeding (including anyInsolvency Proceeding): (a) the priority, validity, attachment, perfection or enforceability of aLien in the Collateral, held by or on behalf of Revolving Collateral Agent or any other RevolvingClaimholders or by or on behalf of the Notes Collateral Agent or any other Notes Claimholders, (b)the priority, validity, perfection, or enforceability of any Obligations, including theallowability or priority of any Obligations in any Insolvency Proceeding, or (c) the priorities,rights or duties established by, or other provisions of this Agreement; provided,however that nothing in this Agreement shall be construed to prevent or impair the rightsof Revolving Collateral Agent, any Revolving Claimholder, Notes Collateral Agent or any NotesClaimholder to enforce the terms of this Agreement, including the provisions of this Agreementrelating to the priority of the Liens in the Collateral securing the Revolving Obligations and theNotes Obligations, as applicable, as provided in Section 3.2.3 New Liens. During the term of this Agreement, whether or not any InsolvencyProceeding has been commenced by or against any Grantor, the parties hereto agree, subject toSection 6, that no Grantor shall:(a) grant or suffer to exist any Liens on any asset to secure any Notes Obligationunless such Grantor also offers to grant, and, at the option of the Revolving CollateralAgent, grants a Lien on such asset to secure the Revolving Obligations concurrently with thegrant of a Lien thereon in favor of Notes Collateral Agent in accordance with the prioritiesset forth in this Agreement; or(b) grant or suffer to exist any Liens on any asset (other than Excluded ForeignCollateral and Excluded Holdings Collateral) to secure any Revolving Obligations unless suchGrantor grants, a Lien on such asset to secure the Notes Obligations concurrently with thegrant of a Lien thereon in favor of Revolving Collateral Agent in accordance with thepriorities set forth in this Agreement.
 
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To the extent that the foregoing provisions are not complied with for any reason, withoutlimiting any other rights and remedies available to Revolving Collateral Agent or RevolvingClaimholders, the Notes Collateral Agent, on behalf of the Notes Claimholders, agrees that anyamounts received by or distributed to any of them pursuant to or as a result of Liens granted incontravention of this Section 2.3 shall be subject to Section 4.2, and withoutlimiting any other rights and remedies available to Notes Collateral Agent or Notes Claimholders,the Revolving Collateral Agent, on behalf of the Revolving Claimholders, agrees that any amountsreceived by or distributed to any of them pursuant to or as a result of Liens granted incontravention of this Section 2.3 shall be subject to Section 4.2.2.4 Cooperation in Designating Collateral. In furtherance of Section 9.8, theparties hereto agree to and the Grantors shall, in each case subject to the other provisions ofthis Agreement upon request by Revolving Collateral Agent or Notes Collateral Agent, cooperate ingood faith (and direct their counsel to cooperate in good faith) from time to time in order todetermine the specific items included in the Revolving Priority Collateral and the Notes PriorityCollateral and the steps taken or to be taken to perfect their respective Liens thereon and theidentity of the respective parties obligated under the Revolving Loan Documents and the NotesDocuments.**SECTION 3.**Exercise of Remedies.3.1 Exercise of Remedies by Notes Collateral Agent. Until the Discharge of RevolvingObligations has occurred, whether or not any Insolvency Proceeding has been commenced by or againstany Grantor, Notes Collateral Agent and Notes Claimholders:(a) will not exercise or seek to exercise any rights or remedies with respect to anyRevolving Priority Collateral (including any Exercise of Secured Creditor Remedies withrespect to any Revolving Priority Collateral);(b) subject to Section 3.4 and Section 3.7, will not directly or indirectlycontest, protest, or object to or hinder any Exercise of Secured Creditor Remedies byRevolving Collateral Agent or any Revolving Claimholder with respect to any RevolvingPriority Collateral and have no right to direct Revolving Collateral Agent to Exercise anySecured Creditor Remedies with respect to any Revolving Priority Collateral or take anyother action under the Revolving Loan Documents with respect to any Revolving PriorityCollateral;(c) will not object to (and waive any and all claims with respect to) the forbearanceby Revolving Collateral Agent or Revolving Claimholders from Exercising any Secured CreditorRemedies with respect to any Revolving Priority Collateral;(d) will not take or cause to be taken any action the purpose or effect of which is, orcould be, to make any Lien that the Notes Claimholders have on Revolving Priority Collateralequal with, or to give the Notes Claimholders any preference or priority relative to, anyLien that the Revolving Claimholders have with respect to such Revolving PriorityCollateral;(e) will have no right to (i) direct the Revolving Collateral Agent or any RevolvingClaimholder to exercise any right, remedy or power with respect to such Revolving PriorityCollateral or (ii) consent to the exercise by the Revolving Collateral Agent or anyRevolving Claimholder of any right, remedy or power with respect to such Revolving PriorityCollateral; and(f) will not attempt, directly or indirectly, whether by judicial proceedings orotherwise, to challenge the enforceability of any provision of this Agreement.
 
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3.2 Exercise of Remedies by Revolving Collateral Agent. Until the Discharge of NotesObligations has occurred, whether or not any Insolvency Proceeding has been commenced by or againstany Grantor, Revolving Collateral Agent and Revolving Claimholders:(a) will not exercise or seek to exercise any rights or remedies with respect to anyNotes Priority Collateral (including any Exercise of Secured Creditor Remedies with respectto any Notes Priority Collateral);(b) subject to Section 3.4 and Section 3.7, will not directly or indirectlycontest, protest, or object to or hinder any Exercise of Secured Creditor Remedies by NotesCollateral Agent or any Notes Claimholder with respect to any Notes Priority Collateral andhas no right to direct Notes Collateral Agent to Exercise any Secured Creditor Remedies withrespect to any Notes Priority Collateral or take any other action under the Notes Documentswith respect to any Notes Priority Collateral;(c) will not object to (and waives any and all claims with respect to) the forbearanceby Notes Collateral Agent or any Notes Claimholder from Exercising any Secured CreditorRemedies with respect to any Notes Priority Collateral;(d) will not take or cause to be taken any action the purpose or effect of which is, orcould be, to make any Lien that the Revolving Claimholders have on Notes Priority Collateralequal with, or to give the Revolving Claimholders any preference or priority relative to,any Lien that the Notes Claimholders have with respect to such Notes Priority Collateral;(e) will have no right to (i) direct the Notes Collateral Agent or any NotesClaimholder to exercise any right, remedy or power with respect to such Notes PriorityCollateral or (ii) consent to the exercise by the Notes Collateral Agent or any NotesClaimholder of any right, remedy or power with respect to such Notes Priority Collateral;and(f) will not attempt, directly or indirectly, whether by judicial proceedings orotherwise, to challenge the enforceability of any provision of this Agreement.3.3 Exclusive Enforcement Rights. (a) Until the Discharge of Revolving Obligationshas occurred, whether or not any Insolvency Proceeding has been commenced by or against anyGrantor, the Revolving Collateral Agent shall have the exclusive right to Exercise any SecuredCreditor Remedies with respect to the Revolving Priority Collateral without any consultation withor the consent of Notes Collateral Agent or any Notes Claimholder and (b) until the Discharge ofNotes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by oragainst any Grantor, Notes Collateral Agent shall have the exclusive right to Exercise any SecuredCreditor Remedies with respect to the Notes Priority Collateral without any consultation with orthe consent of the Revolving Collateral Agent or any Revolving Claimholder. In connection with anyExercise of Secured Creditor Remedies, each of Notes Collateral Agent, the Notes Claimholders,Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the NotesCollateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powersand remedies thereunder, all in such order and in such manner as they may determine in the exerciseof their sole discretion. Such exercise and enforcement shall include the rights of an agentappointed by them to Dispose of its Collateral, to incur expenses in connection with suchDisposition, and to exercise all the rights and remedies of a secured creditor under applicablelaw.3.4 Claimholders Permitted Actions. Anything to the contrary in Sections 3.1and 3.2 notwithstanding, each of the Notes Collateral Agent and the Revolving CollateralAgent may:(a) if an Insolvency Proceeding has been commenced by or against any Grantor, file aproof of claim or statement of interest with respect to its Collateral or otherwise withrespect to the Notes Obligations or the Revolving Obligations, as the case may be, orotherwise file any pleadings, objections, motions or agreements which assert rights orinterests available to unsecured creditors of such Grantor arising under any InsolvencyProceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms ofthis Agreement or applicable law (including the Bankruptcy Code or other comparable laws ofany applicable jurisdiction);
 
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(b) take any action (not adverse to the priority status of the Liens on the Collateralof the other, or the rights of the other or any Claimholders to Exercise any SecuredCreditor Remedies) in order to create, perfect, preserve or protect (but not enforce) itsLien in and to its Collateral;(c) file any necessary responsive or defensive pleadings in opposition to any motion,claim, adversary proceeding, or other pleading made by any person objecting to or otherwiseseeking the disallowance or subordination of its claims or its Claimholders or the avoidanceof its Liens;(d) make any arguments and motions that are, in each case, in accordance with, theterms of this Agreement;(e) join (but not exercise any control with respect to) any judicial foreclosureproceeding or other judicial lien enforcement proceeding with respect to the PriorityCollateral of the other party initiated by such other party to the extent that any suchaction could not reasonably be expected, in any material respect, to restrain, hinder,limit, delay or otherwise interfere with the Exercise of Secured Creditor Remedies by suchother party (it being understood that, (a) with respect to Revolving Priority Collateral,neither Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive anyproceeds thereof unless otherwise expressly permitted herein and (b) with respect to NotesPriority Collateral, neither Revolving Collateral Agent nor any Revolving Claimholder shallbe entitled to receive any proceeds thereof unless otherwise expressly permitted herein);and(f) take any action described in clauses (i) through (viii) of the definition ofExercise of Secured Creditor Remedies.Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each NotesClaimholder and each Revolving Claimholder may vote on any plan of reorganization.Except as expressly set forth in this Agreement, each Notes Claimholder and each RevolvingClaimholder shall have any and all rights and remedies it may have as a creditor under anyapplicable law, including the right to the Exercise of Secured Creditor Remedies; provided,however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (andany judgment Lien obtained in connection therewith) shall be subject to the Lien priorities setforth herein and to the provisions of this Agreement. Subject to Section 3.7, theRevolving Collateral Agent may enforce the provisions of the Revolving Loan Documents, the NotesCollateral Agent may enforce the provisions of the Notes Documents and each may Exercise anySecured Creditor Remedies, all in such order and in such manner as each may determine in theexercise of its sole discretion, consistent with the terms of this Agreement and mandatoryprovisions of applicable law; provided, however, that each of the RevolvingCollateral Agent and the Notes Collateral Agent agrees to provide to the other (x) an EnforcementNotice prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it isrequired under applicable law to deliver to any Grantor; providedfurther,however, that the Revolving Collateral Agent’s failure to provide copies of any suchnotices to the Notes Collateral Agent shall not impair any of the Revolving Collateral Agent’srights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’sfailure to provide copies of any such notices to the Revolving Collateral Agent shall not impairany of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each ofthe Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral Agent and eachRevolving Claimholder agrees that it will not institute any suit or other proceeding or assert inany suit, Insolvency Proceeding or other proceeding any claim, in the case of the Notes CollateralAgent and each Notes Claimholder, against either the Revolving Collateral Agent or any otherRevolving Claimholder, and in the case of the Revolving Collateral Agent and each other RevolvingClaimholder, against either the Notes Collateral Agent or any other Notes Claimholder, seekingdamages from or other relief by way of specific performance, instructions or otherwise, withrespect to, any action taken or omitted to be taken by such person with respect to the Collateralwhich is consistent with the terms of this Agreement, and none of such parties shall be liable forany such action taken or omitted to be taken.
 
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3.5 Retention of Proceeds.(a) Notes Collateral Agent agrees that prior to the Discharge of the Revolving Obligations,Notes Claimholders will only be entitled to retain proceeds of Notes Priority Collateral inconnection with an Exercise of Secured Creditor Remedies that are not prohibited under Section 3.1 above.Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateralin connection with any Exercise of Secured Creditor Remedies in any circumstance unless and untilthe Discharge of the Revolving Obligations has occurred, and any such proceeds received or retainedin any other circumstance will be subject to Section 4.2.(b) Revolving Collateral Agent agrees that prior to the Discharge of the Notes Obligations,Revolving Claimholders will only be entitled to retain proceeds of Revolving Priority Collateral inconnection with an Exercise of Secured Creditor Remedies that are not prohibited under Section3.2 above. Revolving Claimholders shall not be permitted to retain any proceeds of NotesPriority Collateral in connection with any Exercise of Secured Creditor Remedies in anycircumstance unless and until the Discharge of the Notes Obligations has occurred, and any suchproceeds received or retained in any other circumstance will be subject to Section 4.2.(c) Notwithstanding anything contained in this Agreement to the contrary, in the event of anyDisposition or series of related Dispositions that includes Revolving Priority Collateral and NotesPriority Collateral where the aggregate sales price is not allocated between the Revolving PriorityCollateral and Notes Priority Collateral being sold (including in connection with or as a result ofthe sale of the capital stock of a Grantor), then solely for purposes of this Agreement, theallocation of proceeds of such Disposition to the Revolving Priority Collateral shall be basedupon, in the case of (i) any Revolving Priority Collateral consisting of inventory, at book valueas assessed on the date of such Disposition, (ii) any Revolving Priority Collateral consisting ofaccounts receivable, at book value as assessed on the date of such Disposition and (iii) all otherRevolving Priority Collateral and Notes Priority Collateral, at fair market value of such RevolvingPriority Collateral and Notes Priority Collateral sold, as determined by AMLLC in its reasonablejudgment or, if the aggregate amount of such other Revolving Priority Collateral and Notes PriorityCollateral sold is greater than $20,000,000, an independent appraiser.3.6 Non-Interference. Subject to Sections 3.1, 3.2, 3.3,3.4, and 6.5(b), each of Notes Collateral Agent, for itself and on behalf of theNotes Claimholders, and the Revolving Collateral Agent, for itself and on behalf of the RevolvingClaimholders, hereby:(a) subject to Section 3.7, agrees that it will not, directly or indirectly,take any action that would restrain, hinder, limit, delay, or otherwise interfere with anyExercise of Secured Creditor Remedies by the other with respect to such other party’sPriority Collateral, or that is otherwise prohibited hereunder, including any Disposition ofsuch other person’s Priority Collateral, whether by foreclosure or otherwise; and(b) subject to Section 3.7, waives any and all rights it or its Claimholdersmay have as a junior lien creditor or otherwise to object to the manner in which such otherparty seeks to enforce or collect such other party’s respective Obligations or the Lienssecuring such Obligations granted in any of such other party’s Priority Collateral,regardless of whether any action or failure to act by or on behalf of such other person isadverse to the interest of it or its Claimholder.3.7 Commercially Reasonable Dispositions. The Notes Collateral Agent, for itself andon behalf of the Notes Claimholders, hereby irrevocably, absolutely, and unconditionally waives anyright to object (and seek or be awarded any relief of any nature whatsoever based on any suchobjection), at any time prior or subsequent to any disposition of any of the Revolving PriorityCollateral, on the ground(s) that any such disposition of Revolving Priority Collateral (a) wouldnot be or was not “commercially reasonable” within the meaning of any applicable UCC and/or (b)would not or did not comply with any other requirement under any applicable UCC or under any otherapplicable law governing the manner in which a secured creditor (including one with a Lien on realproperty) is to realize on its collateral. The Revolving Collateral Agent, for itself and onbehalf of the Revolving Claimholders, hereby irrevocably, absolutely and unconditionally waives anyright to object (and seek or be awarded any relief of any nature whatsoever based on any suchobjection), at any time prior to or subsequent to any disposition of any Notes Priority Collateral,on the ground(s) that any such disposition of Notes Priority Collateral (a) would not be or was not“commercially reasonable” within the meaning of any applicable UCC and/or (b) would not or did notcomply with any other requirement under any applicable UCC or under any other applicable lawgoverning the manner in which a secured creditor (including one with a Lien on real property) is torealize on its collateral.
 
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3.8 Inspection and Access Rights.(a) If the Notes Collateral Agent, or any agent or representative of the Notes CollateralAgent, or any receiver, shall, after any Notes Default, obtain possession or physical control ofany of the real properties subject to a Mortgage, the Notes Collateral Agent shall promptly notifythe Revolving Collateral Agent in writing of that fact, and the Revolving Collateral Agent shall,within fifteen (15) Business Days thereafter, notify the Notes Collateral Agent in writing as towhether the Revolving Collateral Agent desires to exercise access rights under this Section3.8. In addition, if the Revolving Collateral Agent, or any agent or representative or theRevolving Collateral Agent, or any receiver, shall obtain possession or physical control of any ofthe real properties subject to a Mortgage or any of the tangible Notes Priority Collateral locatedon any premises other than real properties subject to a Mortgage or control over any intangibleNotes Priority Collateral, following the delivery to the Notes Collateral Agent of an EnforcementNotice, then the Revolving Collateral Agent shall promptly notify the Notes Collateral Agent inwriting that the Revolving Collateral Agent is exercising its access rights under this Agreementand its rights under Section 3.9 under either circumstance. Upon delivery of such noticeby the Revolving Collateral Agent to the Notes Collateral Agent, the parties shall confer in goodfaith to coordinate with respect to the Revolving Collateral Agent’s exercise of such accessrights. Consistent with the definition of “Use Period,” access rights may apply to differingparcels of real properties subject to a Mortgage at differing times, in which case, a differing UsePeriod will apply to each such property.(b) Without limiting any rights the Revolving Collateral Agent or any other RevolvingClaimholder may otherwise have under applicable law or by agreement and whether or not the NotesCollateral Agent or any other Notes Claimholder has commenced and is continuing to Exercise anySecured Creditor Remedies of the Notes Collateral Agent, the Revolving Collateral Agent or anyother Person (including any Revolving Claimholder) acting with the consent, or on behalf, of theRevolving Collateral Agent, shall have the right during the Use Period, (a) during normal businesshours on any Business Day, to access Revolving Priority Collateral that (i) is stored or located inor on, (ii) has become an accession with respect to (within the meaning of Section 9-335 of theUCC), or (iii) has been commingled with (within the meaning of Section 9-336 of the UCC), NotesPriority Collateral, and (b) access the Notes Priority Collateral (including, without limitation,equipment, fixtures, Intellectual Property, general intangibles and real property and equipment,processors, computers and other machinery related to the storage or processing of records,documents or files), each of the foregoing in order to assemble, inspect, copy or downloadinformation stored on, take actions to perfect its Lien on, complete a production run of Inventoryinvolving, take possession of, move, prepare and advertise for sale, sell (by public auction,private sale or a “store closing,” “going out of business” or similar sale, whether in bulk, inlots or to customers in the ordinary course of business or otherwise and which sale may includeaugmented Inventory of the same type sold in AMLLC’s business), store, take reasonable actions toprotect, secure and otherwise enforce the rights of the Revolving Collateral Agent in and to theRevolving Priority Collateral, or otherwise deal with the Revolving Priority Collateral, in eachcase without the involvement of or interference by any Notes Claimholder or liability to any NotesClaimholder. In the event that any Revolving Claimholder has commenced and is continuing theExercise of any Secured Creditor Remedies with respect to any Revolving Priority Collateral, thisAgreement will not restrict the rights of the Notes Collateral Agent to sell, assign or otherwisetransfer the related Notes Priority Collateral prior to the expiration of the Use Period if thepurchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section3.8.(c) During the period of actual occupation, use and/or control by the Revolving Claimholdersand/or the Revolving Collateral Agent (or their respective employees, agents, advisers andrepresentatives) of any Notes Priority Collateral or other assets or property, the RevolvingClaimholders and the Revolving Collateral Agent shall be obligated to repair at their expense anyphysical damage to such Notes Priority Collateral or other assets or property resulting from suchoccupancy, use or control, and to leave such Notes Priority Collateral or other assets or propertyin substantially the same condition as it was at the commencement of such occupancy, use orcontrol, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall theRevolving Claimholders or the Revolving Collateral Agent have any liability to the NotesClaimholders and/or to the Notes Collateral Agent pursuant to this Section 3.8 as a resultof any condition (including any environmental condition, claim or liability) on or with respect tothe Notes Priority Collateral existing prior to the date of the exercise by the RevolvingClaimholders (or the Revolving Collateral Agent, as the case may be) of their rights under thisSection 3.8 and the Revolving Claimholders shall have no duty or liability to maintain theNotes Priority Collateral in a condition or manner better than that in which it was maintainedprior to the use thereof by the Revolving Claimholders, or for any diminution in the value of theNotes Priority Collateral that results solely from ordinary wear and tear resulting from the use ofthe Notes Priority Collateral by the Revolving Claimholders in the manner and for the time periodsspecified under this Section 3.8. Without limiting the rights granted in this Section3.8, the Revolving Claimholders and the RevolvingCollateral Agent shall cooperate with the Notes Claimholders and/or the Notes Collateral Agentin connection with any efforts made by the Notes Claimholders and/or the Notes Collateral Agent tosell the Notes Priority Collateral.
 
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(d) The Revolving Collateral Agent and the Revolving Claimholders shall not be obligated topay any amounts to the Notes Collateral Agent or the Notes Claimholders (or any person claiming by,through or under the Notes Claimholders, including any purchaser of the Notes Priority Collateral)or to any Grantor, for or in respect of the use by the Revolving Collateral Agent and the RevolvingClaimholders of the Notes Priority Collateral; provided that Revolving Collateral Agent andthe other Revolving Claimholders shall be obligated to pay any third-party expenses relatedthereto, including costs with respect to heat, light, electricity and water with respect to thatportion of any premises so used or occupied, or that arise as a result of such use. In the event,and only in the event, that in connection with its use of some or all of the premises constitutingNotes Priority Collateral, the Revolving Collateral Agent requires the services of any employees ofAMLLC or any of its Subsidiaries, the Revolving Collateral Agent shall pay directly to any suchemployees the appropriate, allocated wages of such employees, if any, during the time periods thatthe Revolving Collateral Agent requires their services.(e) The Revolving Claimholders shall use the Notes Priority Collateral in accordance withapplicable law.(f) Subject to Section 3.7, the Notes Collateral Agent and the other NotesClaimholders (i) will cooperate with the Revolving Collateral Agent in its efforts pursuant toSection 3.8(b) to enforce its security interest in the Revolving Priority Collateral and to finishany work-in-process and assemble the Revolving Priority Collateral, (ii) will not hinder orrestrict in any respect the Revolving Collateral Agent from enforcing its security interest in theRevolving Priority Collateral or from finishing any work-in-process or assembling the RevolvingPriority Collateral pursuant to Section 3.8(b), and (iii) will, subject to the rights of anylandlords under real estate leases, permit the Revolving Collateral Agent, its employees, agents,advisers and representatives to exercise the rights described in Section 3.8(b).(g) Subject to the terms hereof, the Notes Collateral Agent may advertise and conduct publicauctions or private sales of the Notes Priority Collateral, without the involvement of orinterference by any Revolving Claimholder or liability to any Revolving Claimholder as long as, inthe case of an actual sale, the respective purchaser assumes and agrees in advance in writing tothe obligations of the Notes Collateral Agent and the Notes Claimholders under this Section3.8. If the Revolving Collateral Agent conducts a public auction or private sale of theRevolving Priority Collateral at any of the real property included within the Notes Collateral, theRevolving Collateral Agent shall provide the Notes Collateral Agent with reasonable notice and usereasonable efforts to hold such auction or sale in a manner which would not unduly disrupt theNotes Collateral Agent’s use of such real property.3.9 Sharing of Information and Access. In the event that the Revolving CollateralAgent shall, in the exercise of its rights under the Revolving Collateral Documents or otherwise,receive possession or control of any books and records of any Grantor which contain informationidentifying or pertaining to the Notes Priority Collateral, the Revolving Collateral Agent shall,upon request from the Notes Collateral Agent and as promptly as practicable thereafter, either makeavailable to the Notes Collateral Agent such books and records for inspection and duplication orprovide to the Notes Collateral Agent copies thereof. In the event that the Notes Collateral Agentshall, in the exercise of its rights under the Notes Collateral Documents or otherwise, receivepossession or control of any books and records of any Grantor which contain information identifyingor pertaining to any of the Revolving Priority Collateral, the Notes Collateral Agent shall, uponrequest from the Revolving Collateral Agent and as promptly as practicable thereafter, either makeavailable to the Revolving Collateral Agent such books and records for inspection and duplicationor provide the Revolving Collateral Agent copies thereof.3.10 Tracing of and Priorities in Proceeds. The Revolving Collateral Agent, foritself and on behalf of the Revolving Claimholders, and the Notes Collateral Agent, for itself andon behalf of the Notes Claimholders, further agree that prior to an issuance of any EnforcementNotice by such Claimholder (unless a bankruptcy or insolvency Revolving Default or Notes Defaultthen exists), any proceeds of Collateral obtained in accordance with the terms of the RevolvingLoan Documents and the Notes Documents, whether or not deposited under control agreements, whichare used by any Grantor to acquire other property which is Collateral shall not (solely as betweenthe Claimholders) be treated as Proceeds of Collateral for purposes of determining the relativepriorities in the Collateral which was so acquired. In addition, unless and until the Discharge ofRevolving Obligations occurs, theNotes Collateral Agent, for itself and on behalf of the Notes Claimholders, each herebyconsents to the application, prior to the receipt by the Revolving Collateral Agent of anEnforcement Notice issued by the Notes Collateral Agent, of cash or other proceeds of Collateral,deposited under deposit account control agreements to the repayment of Revolving Obligationspursuant to the Revolving Loan Documents.
 
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**SECTION 4.**Proceeds.4.1 Application of Proceeds.(a) Prior to the Discharge of Revolving Obligations, whether or not any Insolvency Proceedinghas been commenced by or against any Grantor, except as otherwise provided in Section 3.5,any Revolving Priority Collateral or proceeds thereof received in connection with any Exercise ofSecured Creditor Remedies shall (at such time as such Collateral or proceeds has been monetized) beapplied: (i) first, to the payment in full in cash or cash collateralization of theRevolving Obligations in accordance with the Revolving Loan Documents, and in the case of paymentof any revolving loans following any acceleration of the Revolving Obligations and resulting from aforeclosure or a “store closing,” “going out of business” or similar sale of Revolving PriorityCollateral, together with the concurrent permanent reduction of any revolving loan commitmentthereunder in an amount equal to the amount of such payment and (ii) second, to the payment in fullin cash of the Notes Obligations in accordance with the Notes Documents.(b) Prior to the Discharge of Notes Obligations, whether or not any Insolvency Proceeding hasbeen commenced by or against any Grantor, except as otherwise provided in Section 3.5, anyNotes Priority Collateral or proceeds thereof received in connection with any Exercise of SecuredCreditor Remedies shall (at such time as such Collateral or proceeds has been monetized) beapplied: (i) first, to the payment in full in cash or cash collateralization of the NotesObligations in accordance with the Notes Documents and (ii) second, to the payment in fullin cash or cash collateralization of the Revolving Obligations in accordance with the RevolvingLoan Documents.(c) If any Exercise of Secured Creditor Remedies with respect to the Collateral producesnon-cash proceeds, then such non-cash proceeds shall be held by the agent that conducted theExercise of Secured Creditor Remedies as additional Collateral and, at such time as such non-cashproceeds are monetized, shall be applied as set forth above.4.2 Turnover. Unless and until the earlier of the Discharge of Revolving Obligationsor the Discharge of the Notes Obligations has occurred, whether or not any Insolvency Proceedinghas been commenced by or against any Grantor, except as otherwise provided in Section 3.5,(a) any Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject toLiens referred to in the final sentence of Section 2.3) or any insurance proceeds describedin Section 5.2(a) received by Notes Collateral Agent or any Notes Claimholder, pursuant toany Notes Collateral Document or by the exercise of any rights available to it under applicable lawor in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies,after Notes Collateral Agent or such Notes Claimholder obtains actual knowledge or notice from theRevolving Collateral Agent that it has possession of such Revolving Priority Collateral and/or suchproceeds, shall be segregated and held in trust and shall reasonably promptly be paid over to theRevolving Collateral Agent for the benefit of the Revolving Claimholders in the same form asreceived, with any necessary endorsements or as a court of competent jurisdiction may otherwisedirect and (b) any Notes Priority Collateral, proceeds thereof (including assets or proceedssubject to Liens referred to in the final sentence of Section 2.3) or any insuranceproceeds described in Section 5.2(b) received by the Revolving Collateral Agent or anyRevolving Claimholder, pursuant to any Revolving Collateral Document or by the exercise of anyrights available to it under applicable law or in any bankruptcy, insolvency or similar proceedingor through any other exercise of remedies, after Revolving Collateral Agent or such revolvingClaimholder obtains actual knowledge or notice from the Notes Collateral Agent that it haspossession of such Notes Priority Collateral and/or such proceeds, shall be segregated and held intrust and shall reasonably promptly be paid over to the Notes Collateral Agent for the benefit ofthe Notes Claimholders in the same form as received, with any necessary endorsements or as a courtof competent jurisdiction may otherwise direct; provided, however, in the case ofany proceeds of Notes Priority Collateral received by Revolving Collateral Agent or any RevolvingClaimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if aGrantor does not provide prior written notice of such Disposition to Revolving Collateral Agentspecifying the amount and source of such proceeds, neither RevolvingCollateral Agent nor any Revolving Claimholder shall have any obligation to pay over anyproceeds of such Disposition to Notes Collateral Agent. Each of Notes Collateral Agent and theRevolving Collateral Agent is hereby authorized to make any such endorsements as agent for theother or any Claimholders. This authorization is coupled with an interest and is irrevocable untilthe earlier of the Discharge of Revolving Obligations or the Notes Obligations.
 
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The Notes Collateral Agent for itself and each Notes Claimholder agrees that if, at any time,all or part of any payment with respect to any Revolving Obligations secured by any RevolvingPriority Collateral previously made shall be rescinded for any reason whatsoever, it will uponrequest promptly pay over to the Revolving Collateral Agent any payment received by it in respectof any such Revolving Priority Collateral and shall promptly turn any such Revolving PriorityCollateral then held by it over to the Revolving Collateral Agent, and the provisions set forth inthis Agreement will be reinstated as if such payment had not been made, until the payment andsatisfaction in full of such Revolving Obligations.The Revolving Collateral Agent for itself and each Revolving Claimholder agrees that if, atany time, all or part of any payment with respect to any Notes Obligations secured by any NotesPriority Collateral previously made shall be rescinded for any reason whatsoever, it will promptlypay over to the Notes Collateral Agent any payment received by it in respect of any such NotesPriority Collateral and shall promptly turn any such Notes Priority Collateral then held by it overto the Notes Collateral Agent, and the provisions set forth in this Agreement will be reinstated asif such payment had not been made, until the payment and satisfaction in full of such NotesObligations.4.3 No Subordination of the Relative Priority of Claims. Anything to the contrarycontained herein notwithstanding, the subordination of the Liens of Notes Claimholders to the Liensof Revolving Claimholders and of the Liens of Revolving Claimholders to the Liens of NotesClaimholders as set forth herein is with respect to the priority of the respective Liens held by oron behalf of them only and shall not constitute a subordination of the Notes Obligations to theRevolving Obligations or the Revolving Obligations to the Notes Obligations.4.4 Application of Payments. Subject to the other terms of this Agreement, allpayments received (not in violation of this Agreement) by (a) the Revolving Collateral Agent or theRevolving Claimholders may be applied, reversed and reapplied, in whole or in part, to theRevolving Obligations to the extent provided for in the Revolving Loan Documents and (b) the NotesCollateral Agent or the Note Claimholders may be applied, reversed and reapplied, in whole or inpart, to the Note Obligations to the extent provided for in the Note Documents.4.5 Revolving Nature of Revolving Obligations. The Notes Collateral Agent, on behalfof the Notes Claimholders, acknowledges and agrees that the Revolving Credit Agreement includes arevolving commitment and that the amount of the Revolving Obligations that may be outstanding atany time or from time to time may be increased or reduced and subsequently reborrowed.**SECTION 5.**Releases; Dispositions; Other Agreements.5.1 Releases.(a) If, in connection with the Exercise of Secured Creditor Remedies by Revolving CollateralAgent as provided for in Section 3, irrespective of whether a Revolving Default or a NotesDefault has occurred and is continuing, Revolving Collateral Agent releases any of its Liens on anypart of the Revolving Priority Collateral, then the Liens of Notes Collateral Agent on suchRevolving Priority Collateral shall be automatically, unconditionally, and simultaneously releasedso long as all proceeds therefrom are applied to permanently repay the Revolving Obligations;provided, however, that any proceeds remaining after the Discharge of RevolvingObligations shall be subject to the Liens of the Notes Claimholders. Notes Collateral Agent, foritself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to RevolvingCollateral Agent such termination or amendment statements, releases, and other documents asRevolving Collateral Agent may request to effectively confirm such release, at the cost and expenseof AMLLC and without the consent or direction of any other Notes Claimholders.
 
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(b) If, in connection with the Exercise of Secured Creditor Remedies by Notes Collateral Agentas provided for in Section 3, irrespective of whether a Revolving Default or a NotesDefault has occurred andis continuing, Notes Collateral Agent releases any of its Liens on any part of the NotesPriority Collateral, then the Liens of Revolving Collateral Agent on such Notes Priority Collateralshall be automatically, unconditionally, and simultaneously released so long as all proceedstherefrom are applied to permanently repay, repurchase or otherwise retire Notes Obligations;provided, however, that any proceeds remaining after the Discharge of NotesObligations shall be subject to the Liens of the Revolving Claimholders. Revolving CollateralAgent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute anddeliver to Notes Collateral Agent such termination or amendment statements, releases, and otherdocuments as Notes Collateral Agent may request to effectively confirm such release, at the costand expense of AMLLC and without the consent or direction of any other Revolving Claimholders.(c) If, in connection with any Disposition of any Revolving Priority Collateral permittedunder the terms of the Revolving Loan Documents and the Notes Documents as in effect at the time ofsuch Disposition, Revolving Collateral Agent, for itself or on behalf of any RevolvingClaimholders, releases any of its Liens on the portion of the Revolving Priority Collateral that isthe subject of such Disposition, other than (i) in connection with the Discharge of RevolvingObligations, or (ii) after the occurrence and during the continuance of any Notes Default, then theLiens of Notes Collateral Agent on such Collateral shall be automatically, unconditionally, andsimultaneously released. Notes Collateral Agent, for itself or on behalf of any such NotesClaimholders, promptly shall execute and deliver to Revolving Collateral Agent such termination oramendment statements, releases, and other documents as Revolving Collateral Agent may request toeffectively confirm such release, at the cost and expense of AMLLC and without the consent ordirection of any other Notes Claimholders.(d) If, in connection with any Disposition of any Notes Priority Collateral permitted underthe terms of the Notes Documents and the Revolving Loan Documents as in effect at the date of suchDisposition, Notes Collateral Agent, for itself or on behalf of any Notes Claimholders, releasesany of its Liens on the portion of the Notes Priority Collateral that is the subject of suchDisposition, other than (i) in connection with the Discharge of Notes Obligations, or (ii) afterthe occurrence and during the continuance of any Revolving Default, then the Liens of RevolvingCollateral Agent on such Collateral shall be automatically, unconditionally, and simultaneouslyreleased. Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders,promptly shall execute and deliver to Notes Collateral Agent such termination or amendmentstatements, releases, and other documents as Notes Collateral Agent may request to effectivelyconfirm such release, at the cost and expense of AMLLC and without the consent or direction of anyother Revolving Claimholders.(e) In the event that any Collateral that would be Revolving Priority Collateral is no longerCollateral pursuant to the effects of clause (10) of the definition of “Excluded Assets” in theIndenture (or any comparable provision in any successor Notes Document), such Collateral shallautomatically be deemed not to be Notes Collateral under the Notes Collateral Documents. NotesCollateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall executeand deliver to AMLLC such termination or amendment statements, releases, and other documents asAMLLC may request to effectively confirm such release, at the cost and expense of AMLLC and withoutthe consent or direction of any other Notes Claimholders.5.2 Insurance.(a) Unless and until written notice by the Revolving Collateral Agent to the Notes CollateralAgent that the Discharge of Revolving Obligations has occurred: (i) the Revolving Collateral Agentand the Revolving Claimholders shall have the sole and exclusive right, subject to the rights ofGrantors under the Revolving Loan Documents, to adjust and settle any claim under any insurancepolicy covering the Revolving Priority Collateral in the event of any loss thereunder and toapprove any award granted in any condemnation or similar proceeding (or any deed in lieu ofcondemnation) affecting the Revolving Priority Collateral; and (ii) all proceeds of any suchinsurance policy and any such award (or any payments with respect to a deed in lieu ofcondemnation) if in respect of Revolving Priority Collateral, shall be paid, subject to the rightsof Grantors under the Revolving Loan Documents, first, to the Revolving Claimholders, untilthe Discharge of Revolving Obligations, second, to the Notes Claimholders, until theDischarge of Notes Obligations, and third, to the owner of the subject property, such otherperson as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct.If the Notes Collateral Agent receives any proceeds of any insurance policy in contravention ofthis Agreement, it shall hold such proceeds in trust and upon request pay over such proceeds to theRevolving Collateral Agent.
 
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(b) Unless and until written notice by the Notes Collateral Agent to the Revolving CollateralAgent that the Discharge of Notes Obligations has occurred: (i) the Notes Collateral Agent and theNotes Claimholders shall have the sole and exclusive right, subject to the rights of Grantors underthe Notes Documents, to adjust and settle any claim under any insurance policy covering the NotesPriority Collateral in the event of any loss thereunder and to approve any award granted in anycondemnation or similar proceeding (or any deed in lieu of condemnation) affecting the NotesPriority Collateral; and (ii) all proceeds of any such insurance policy and any such award (or anypayments with respect to a deed in lieu of condemnation) if in respect of Notes PriorityCollateral, shall be paid, subject to the rights of Grantors under the Notes Documents,first, to Notes Claimholders, until the Discharge of Notes Obligations, second, tothe Revolving Claimholders, until the Discharge of Revolving Obligations, and third, to theowner of the subject property, such other person as may be entitled thereto, or as a court ofcompetent jurisdiction may otherwise direct. If the Revolving Collateral Agent receives anyproceeds of any insurance policy in contravention of this Agreement, it shall hold such proceeds intrust and pay over such proceeds to the Notes Collateral Agent.In the event that any proceeds are derived from any insurance policy that covers RevolvingPriority Collateral and Notes Priority Collateral, the Revolving Collateral Agent and the NotesCollateral Agent at the direction of the Notes Claimholders will work jointly and in good faith tocollect, adjust or settle (subject to the rights of the Grantors under the Revolving Loan Documentsand the Notes Documents) any claim under the relevant insurance policy.Notwithstanding anything contained in this Agreement to the contrary, in the event that anyproceeds are derived from any insurance policy that covers Revolving Priority Collateral and NotesPriority Collateral where the allocation of proceeds is not stipulated between Revolving PriorityCollateral and Notes Priority Collateral, then the allocation of proceeds of such insurance policyto the Revolving Priority Collateral shall be based upon, in the case of (A) any Revolving PriorityCollateral consisting of inventory, at book value as assessed on the date of such loss, (B) anyRevolving Priority Collateral consisting of accounts receivable, at book value as assessed on thedate of such loss and (C) all other Revolving Priority Collateral and Notes Priority Collateral, atfair market value of such Revolving Priority Collateral and Notes Priority Collateral lost, asdetermined by AMLLC in its reasonable judgment or, if the aggregate amount of such other RevolvingPriority Collateral and Notes Priority Collateral sold is greater than $20,000,000, an independentappraiser.(c) To effectuate the foregoing, AMLLC shall provide Revolving Collateral Agent and NotesCollateral Agent with separate lender’s loss payable endorsements naming themselves as loss payeeand additional insured, as their interests may appear, with respect to policies which insureCollateral hereunder.5.3 Amendments; Refinancings.(a) The Revolving Loan Documents may be amended, supplemented, or otherwise modified inaccordance with their terms and the Revolving Obligations may be Refinanced in accordance with theterms of the Revolving Loan Documents, in each case without notice to, or the consent of, NotesCollateral Agent or the Notes Claimholders, all without affecting the lien subordination or otherprovisions of this Agreement; provided, however, that, in the case of a Refinancingsecured by the Collateral, the holders of such Refinancing debt (or an authorized representative ortheir behalf) bind themselves (in a writing addressed to Notes Collateral Agent for the benefit ofitself and the Notes Claimholders in a form reasonably acceptable to the Notes Collateral Agent) tothe terms of this Agreement; providedfurther, that any such amendment, supplement,modification, or Refinancing shall not result in a Notes Default under the Indenture;providedfurther, however, that, if such Refinancing debt is secured by aLien on any Collateral the holders of such Refinancing debt shall be deemed bound by the termshereof regardless of whether or not such writing is provided. For the avoidance of doubt, the saleor other transfer of indebtedness is not restricted by this Agreement but the provisions of thisAgreement shall be binding on all holders of Revolving Obligations and Notes Obligations.
 
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(b) The Notes Documents may be amended, supplemented, or otherwise modified in accordance withtheir terms and the Notes Obligations may be Refinanced in accordance with the terms of the NotesDocuments, in each case without notice to, or the consent of, Revolving Collateral Agent or theRevolving Claimholders, all without affecting the lien subordination or other provisions of thisAgreement; provided, however, that, in the case of a Refinancing secured by theCollateral, the holders of such Refinancing debt (or an authorized representativeor their behalf) bind themselves (in a writing addressed to Revolving CollateralAgent for the benefit of itself and the Revolving Claimholders as the Revolving Collateral Agentshall reasonably request) to the terms of this Agreement; providedfurther, thatany such amendment, supplement, modification, or Refinancing shall not, result in a RevolvingDefault under the Revolving Credit Agreement; provided further, however, that, if such Refinancingdebt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemedbound by the terms hereof regardless of whether or not such writing is provided. For the avoidanceof doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but theprovisions of this Agreement shall be binding on all holders of Revolving Obligations and NotesObligations.(c) So long as the Discharge of Revolving Obligations has not occurred, the Notes CollateralAgent agrees that each Notes Collateral Document shall include the following language (or similarlanguage acceptable to the Revolving Collateral Agent): “Notwithstanding anything herein to thecontrary, the liens and security interests granted to Wells Fargo Bank, National Association, asNotes Collateral Agent, pursuant to this Agreement and the exercise of any right or remedy by WellsFargo Bank, National Association, as Notes Collateral Agent hereunder, are subject to theprovisions of the Intercreditor Agreement dated as of October 13, 2010 (as amended, restated,supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),between UBS AG, Stamford Branch, as Revolving Collateral Agent and Wells Fargo Bank, NationalAssociation, as Notes Collateral Agent. In the event of any conflict between the terms of theIntercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreementshall govern and control.”(d) So long as the Discharge of Notes Obligations has not occurred, the Revolving CollateralAgent agrees that each Revolving Collateral Document shall include the following language (orsimilar language acceptable to the Notes Collateral Agent): “Notwithstanding anything herein tothe contrary, the liens and security interests granted to UBS AG, Stamford Branch, as RevolvingCollateral Agent, pursuant to this Agreement and the exercise of any right or remedy by UBS AG,Stamford, as Revolving Collateral Agent, hereunder, are subject to the provisions of theIntercreditor Agreement dated as of October 13, 2010 (as amended, restated, supplemented orotherwise modified from time to time, the “Intercreditor Agreement”), between UBS AG,Stamford Branch, as Revolving Collateral Agent and Wells Fargo Bank, National Association, as NotesCollateral Agent. In the event of any conflict between the terms of the Intercreditor Agreementand the terms of this Agreement, the terms of the Intercreditor Agreement shall govern andcontrol.” The parties hereto hereby acknowledge that Section 26 of the Notes Pledge Agreement,Section 7.15 of the Notes Security Agreement, Section 26 of the US Revolving Pledge Agreement andSection 7.15 of the US Revolving Security Agreement, each as in effect as of the date hereof,comply with the requirements of this Section 5.3(d).5.4 Bailee for Perfection.(a) Revolving Collateral Agent and Notes Collateral Agent each agree to hold or control thatpart of the Collateral that is in its possession or control (or in the possession or control of itsagents or bailees) to the extent that possession or control thereof is taken to perfect a Lienthereon under the UCC or other applicable law (such Collateral, the “Pledged Collateral”),as gratuitous bailee and as a non-fiduciary agent for the benefit of and on behalf of the NotesCollateral Agent or Revolving Collateral Agent, as applicable (such bailment and agency beingintended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104,9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interestgranted under the Notes Documents or the Revolving Loan Documents, as applicable, subject to theterms and conditions of this Section 5.4. The Notes Collateral Agent and the NotesClaimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for thepurposes of perfecting their security interest in all Pledged Collateral in which the RevolvingCollateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agentand the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous baileefor the purposes of perfecting their security interest in all Pledged Collateral in which the NotesCollateral Agent has a perfected security interest under the UCC. Each of the Revolving CollateralAgent and Notes Collateral Agent hereby accept such appointments pursuant to this Section5.4(a) and acknowledge and agree that it shall act for the benefit of and on behalf of theother Claimholders with respect to any Pledged Collateral and that any Proceeds received by theRevolving Collateral Agent or Notes Collateral Agent, as the case may be, under any PledgedCollateral shall be applied in accordance with Section 4. Unless and until the Dischargeof the Revolving Obligations, Notes Collateral Agent agrees to promptly notify Revolving CollateralAgent of any Pledged Collateral constituting Revolving Priority Collateral held by it or known byit to be held by any other Notes Claimholders, and, immediately
 
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upon the request ofRevolving Collateral Agent at any time prior to the Discharge of the Revolving Obligations, NotesCollateral Agent agrees to deliver to Revolving Collateral Agent any such Pledged Collateral heldby it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allowRevolving Collateral Agent to obtain control of such Pledged Collateral). Until the Discharge ofRevolving Obligations, the Revolving Collateral Agent will Control (as defined in Sections 8-106,9-104 and 9-106 of the UCC, as applicable) any Collateral constituting Deposit Accounts, SecuritiesAccounts or Commodity Accounts and Controlled by the Revolving Collateral Agent as gratuitousbailee and as a non-fiduciary agent for the benefit of and on behalf of the Notes Collateral Agentas secured party and Notes Claimholders solely for the purpose of perfecting the security interestgranted under the Notes Documents and subject to the terms and conditions of this Section5.4; provided, that upon the Discharge of Revolving Obligations, the Revolving Collateral Agentshall cooperate to have any control agreements with respect to such Collateral assigned to theNotes Collateral Agent and continue to hold such Collateral pursuant to this clause until theearlier of the date (i) on which the Notes Collateral Agent has obtained control thereof for thepurpose of perfecting its security interest, and (ii) which is sixty (60) days after the Dischargeof Revolving Obligations.(b) Revolving Collateral Agent and the Revolving Claimholders shall have no obligationwhatsoever to Notes Collateral Agent or any Notes Claimholder to ensure that the Pledged Collateralis genuine or owned by any of Grantors or to preserve rights or benefits of any person except asexpressly set forth in this Section 5.4. Notes Collateral Agent and the Notes Claimholdersshall have no obligation whatsoever to Revolving Collateral Agent or any Revolving Claimholder toensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights orbenefits of any person except as expressly set forth in this Section 5.4. The duties orresponsibilities of Revolving Collateral Agent under this Section 5.4 shall be limitedsolely to holding or controlling the Pledged Collateral as bailee and agent in accordance with thisSection 5.4 and delivering the Pledged Collateral upon a Discharge of Revolving Obligationsas provided in paragraph (d) of this Section 5.4. The duties or responsibilities of NotesCollateral Agent under this Section 5.4 shall be limited solely to holding or controllingthe Pledged Collateral as bailee and agent in accordance with this Section 5.4 anddelivering the Pledged Collateral upon Discharge of Notes Obligations pursuant to Section5.4(e).(c) Revolving Collateral Agent acting pursuant to this Section 5.4 shall not have byreason of the Revolving Collateral Documents, the Notes Collateral Documents, or this Agreement afiduciary relationship in respect of Notes Collateral Agent or any Notes Claimholder. NotesCollateral Agent acting pursuant to this Section 5.4 shall not have by reason of theRevolving Collateral Documents, the Notes Collateral Documents, or this Agreement a fiduciaryrelationship in respect of Revolving Collateral Agent or any Revolving Claimholder.(d) The Revolving Collateral Agent shall transfer to the Notes Collateral Agent (i) anyproceeds of any Revolving Priority Collateral in which the Notes Collateral Agent continues to holda security interest remaining following any sale, transfer or other disposition of such RevolvingPriority Collateral (in each case, unless the Notes Collateral Agent’s Lien on all such RevolvingPriority Collateral is terminated and released prior to or concurrently with such sale, transfer,disposition, payment or satisfaction), following the Discharge of Revolving Obligations, or (ii) ifthe Revolving Collateral Agent is in possession of all or any part of such Revolving PriorityCollateral after the Discharge of Revolving Obligations, such Revolving Priority Collateral or anypart thereof remaining, in each case without representation or warranty on the part of theRevolving Collateral Agent or any Revolving Claimholder. At such time, Revolving Collateral Agentfurther agrees to take all other action reasonably requested by Notes Collateral Agent at theexpense of AMLLC to enable Notes Collateral Agent to obtain a first priority security interest inthe Collateral. To the extent no Notes Obligations that are secured by such Pledged Collateralremain outstanding as confirmed in writing by Notes Collateral Agent (so as to allow such person toobtain possession or control of such Pledged Collateral), Revolving Collateral Agent shall deliverthe remaining Pledged Collateral (if any) together with any necessary endorsements to AMLLC.Without limiting the foregoing, the Notes Collateral Agent agrees for itself and each NotesClaimholder that neither the Revolving Collateral Agent nor any Revolving Claimholder will have anyduty or obligation first to marshal or realize upon the Revolving Priority Collateral, or to sell,dispose of or otherwise liquidate all or any portion of the Revolving Priority Collateral, in anymanner that would maximize the return to the Notes Claimholders, notwithstanding that the order andtiming of any such realization, sale, disposition or liquidation may affect the amount of proceedsactually received by the Notes Claimholders from such realization, sale, disposition orliquidation.
 
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(e) The Notes Collateral Agent shall transfer to the Revolving Collateral Agent (i) anyproceeds of any Notes Priority Collateral in which the Revolving Collateral Agent continues to holda security interestremaining following any sale, transfer or other disposition of such Notes Priority Collateralin each case, unless the Revolving Collateral Agent’s Lien on all such Notes Priority Collateral isterminated and released prior to or concurrently with such sale, transfer, disposition, payment orsatisfaction), following the Discharge of Notes Obligations, or (ii) if the Notes Collateral Agentis in possession of all or any part of such Notes Priority Collateral after the Discharge of NotesObligations, such Notes Priority Collateral or any part thereof remaining, in each case withoutrepresentation or warranty on the part of the Notes Collateral Agent or any Notes Claimholder. Atsuch time, Notes Collateral Agent further agrees to take all other action reasonably requested byRevolving Collateral Agent at the expense of AMLLC to enable Revolving Collateral Agent to obtain afirst priority security interest in the Collateral. To the extent no Revolving Obligations thatare secured by such Pledged Collateral remain outstanding as confirmed in writing by RevolvingCollateral Agent (so as to allow such person to obtain possession or control of such PledgedCollateral), Notes Collateral Agent shall deliver the remaining Pledged Collateral (if any)together with any necessary endorsements to AMLLC. Without limiting the foregoing, the RevolvingCollateral Agent agrees for itself and each Revolving Claimholder that neither the Notes CollateralAgent nor any Notes Claimholder will have any duty or obligation first to marshal or realize uponthe Notes Priority Collateral, or to sell, dispose of or otherwise liquidate all or any portion ofthe Notes Priority Collateral, in any manner that would maximize the return to the RevolvingClaimholders, notwithstanding that the order and timing of any such realization, sale, dispositionor liquidation may affect the amount of proceeds actually received by the Revolving Claimholdersfrom such realization, sale, disposition or liquidation.5.5 When Discharge of Obligations Deemed to Not Have Occurred.(a) If Revolving Borrowers enter into any Refinancing of the Revolving Obligations that isintended to be secured by the Revolving Priority Collateral on a first-priority basis, then aDischarge of Revolving Obligations shall be deemed not to have occurred for all purposes of thisAgreement, and the obligations under such Refinancing of such Revolving Obligations shall betreated as Revolving Obligations for all purposes of this Agreement, including for purposes of theLien priorities and rights in respect of Collateral set forth herein, and Revolving CollateralAgent under the Revolving Loan Documents effecting such Refinancing shall be Revolving CollateralAgent for all purposes of this Agreement. Revolving Collateral Agent under such Revolving LoanDocuments shall agree (in a writing addressed to Notes Collateral Agent) to be bound by the termsof this Agreement.(b) If AMLLC and Finance Sub enter into any Refinancing of the Notes Obligations that isintended to be secured by the Notes Priority Collateral on a first-priority basis, then a Dischargeof Notes Obligations shall be deemed not to have occurred for all purposes of this Agreement, andthe obligations under such Refinancing of such Notes Obligations shall be treated as NotesObligations for all purposes of this Agreement, including for purposes of the Lien priorities andrights in respect of Collateral set forth herein, and the lender or group of lenders or any oftheir designees under the Notes Documents effecting such Refinancing shall be Notes CollateralAgent for all purposes of this Agreement. The lender or group of lenders or any of their designeesunder such Notes Documents shall agree (in a writing addressed to Notes Collateral Agent) to bebound by the terms of this Agreement.5.6 Injunctive Relief. Should any Claimholder in any way take, attempt to, orthreaten to take any action contrary to terms of this Agreement with respect to the Collateral, orfail to take any action required by this Agreement, the Notes Collateral Agent, the RevolvingCollateral Agent or any other Claimholder, as the case may be, may obtain relief against suchClaimholder by injunction, specific performance, or other appropriate equitable relief, it beingunderstood and agreed by each of the Notes Collateral Agent, the Revolving Collateral Agent andeach Claimholder that (a) non-breaching Claimholders’ damages from such actions may at that time bedifficult to ascertain and may be irreparable, and (b) each Claimholder waives any defense thatsuch Claimholder can demonstrate damages and/or be made whole by the awarding of damages.Revolving Collateral Agent, Notes Collateral Agent and each Claimholder hereby irrevocably waiveany defense based on the adequacy of a remedy at law and any other defense which might be assertedto bar the remedy of specific performance in any action which may be brought by RevolvingCollateral Agent or Revolving Claimholders or Notes Collateral Agent or Notes Claimholders, as thecase may be.
 
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**SECTION 6.**Insolvency Proceedings.6.1 Enforceability and Continuing Priority. This Agreement shall be applicable bothbefore and after the commencement of any Insolvency Proceeding and all converted or succeedingcases in respect thereof. The relative rights of Claimholders in or to any distributions from orin respect of any Collateral or Proceeds of Collateral shall continue after the commencement of anyInsolvency Proceeding. Accordingly, the provisions of this Agreement (including, withoutlimitation, Section 2.1 hereof) are intended to be and shall be enforceable as asubordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.6.2 Financing.(a) Until the Discharge of Revolving Obligations, if any Grantor shall be subject to anyInsolvency Proceeding and Revolving Collateral Agent consents to the use of cash collateral (assuch term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”)constituting Revolving Priority Collateral, or to permit any Grantor to obtain financing providedby any one or more Revolving Claimholders under Section 364 of the Bankruptcy Code or any similarBankruptcy Law secured by a Lien on such Revolving Priority Collateral that is (i) senior orparipassu with the Liens on the Revolving Priority Collateral securing the NotesObligations and (ii) junior to the Liens on the Notes Priority Collateral securing the NotesObligations (such financing, a “DIP Financing”), and if the Grantors desire to obtainauthorization from the Bankruptcy Court to use such Cash Collateral or to obtain such DIPFinancing, then Notes Collateral Agent agrees that it will be deemed to have consented, will raiseno objection to, nor support any other Person objecting to, the use of such Cash Collateral or tosuch DIP Financing (including, except as set forth in clause (c) below, any objection based on anassertion that the Notes Claimholders are entitled to adequate protection of their interest in theCollateral as a condition thereto), and the Notes Collateral Agent will subordinate its Liens inthe Revolving Priority Collateral to the Liens securing such DIP Financing, to the extent any Lienssecuring the Revolving Obligations are discharged, subordinated to, or made paripassu with any new Liens securing such DIP Financing and to any replacement or additionalLiens granted as adequate protection of the interests of the Revolving Claimholders in theCollateral (“Revolving Lender Adequate Protection Lien”), in each case to the extentconsistent with the other provisions of this Agreement; provided that (a) the NotesCollateral Agent retains its Lien on the Collateral to secure the Notes Obligations (in each case,including Proceeds thereof arising after the commencement of the Insolvency Proceeding) and, as tothe Notes Priority Collateral only, such Lien has the same priority as existed prior to thecommencement of the Insolvency Proceeding and any Lien on the Notes Priority Collateral securingsuch DIP Financing and any Revolving Lender Adequate Protection Lien on the Notes PriorityCollateral (and all obligations relating thereto, including any “carve-out” in favor of fees andexpenses of professionals retained by any debtor or creditors’ committee as agreed to by theRevolving Collateral Agent and the Revolving Lenders with respect to Revolving Priority Collateral)is junior and subordinate to the Lien of the Notes Collateral Agent on the Notes PriorityCollateral, (b) all Liens on Revolving Priority Collateral securing any such DIP Financing shall besenior to or on a parity with the Liens of the Revolving Collateral Agent and the RevolvingClaimholders securing the Revolving Obligations on Revolving Priority Collateral, (c) to the extentthat the Revolving Collateral Agent is granted a Revolving Lender Adequate Protection Lien onCollateral arising after the commencement of the Insolvency Proceeding or additional payments orclaims, the Notes Claimholders are granted a Lien on such additional Collateral with the relativepriority set forth in Section 2.1 (and no Revolving Collateral Agent or RevolvingClaimholder shall oppose any motion by any Notes Claimholder with respect to the granting of such aLien), and (d) the terms of such DIP Financing or Cash Collateral order do not either require suchNotes Claimholders to extend additional credit pursuant to such DIP Financing or authorize the useof Cash Collateral consisting of Notes Priority Collateral. Revolving Claimholders agree not tooffer to provide any DIP Financing that does not meet the requirements set forth in clauses (a)through (d) above in this paragraph. If the Revolving Claimholders offer to provide DIP Financingthat meets the requirements set forth in clauses (a) through (d) above in this paragraph, and ifthe Grantors desire to obtain authorization from the Bankruptcy Court to obtain such DIP Financing,Notes Collateral Agent agrees, on behalf of itself and the other Notes Claimholders, that no NotesClaimholder shall, directly or indirectly, provide, offer to provide, or support any financingcompeting with the DIP Financing to be secured by a priming lien on the Revolving PriorityCollateral. The foregoing provisions of this Section 6.2(a) shall not prevent NotesCollateral Agent from objecting to any provision in any Cash Collateral order or DIP Financingdocumentation relating to any provision or content of a plan of reorganization. The RevolvingCollateral Agent, on behalf of itself and the Revolving Claimholders, agrees that no such Personshall provide to such Grantor any financing under Section 364 of the Bankruptcy Code to the extentthat the Revolving Collateral Agent or any Revolving Claimholder would, in connection with suchfinancing, be granted a Lien on the Notes Priority Collateral senior to or pari passu with anyLiens of the Notes Collateral Agent.
 
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(b) Until the Discharge of Notes Obligations, if any Grantor shall be subject to anyInsolvency Proceeding and Notes Collateral Agent consents to the use of Cash Collateralconstituting Notes Priority Collateral or to permit any Grantor to obtain financing provided by anyone or more Notes Claimholders under Section 364 of the Bankruptcy Code or any similar BankruptcyLaw secured by a Lien on Notes Priority Collateral that is (i) senior or paripassuwith the Liens on the Notes Priority Collateral securing the Notes Obligations and (ii) junior tothe Liens on the Revolving Priority Collateral securing the Revolving Obligations (such financing,a “Term DIP Financing”), and if the Grantors desire to obtain authorization from theBankruptcy Court to use such Cash Collateral or to obtain such Term DIP Financing, then RevolvingCollateral Agent agrees that it will be deemed to have consented, will raise no objection to, norsupport any other Person objecting to, the use of such Cash Collateral or to such Term DIPFinancing (including, except as set forth in clause (c) below, any objection based on an assertionthat the Revolving Claimholders are entitled to adequate protection of their interest in theCollateral as a condition thereto) and, the Revolving Collateral Agent will subordinate its Liensin the Notes Priority Collateral to the Liens securing such Term DIP Financing, to the extent anyLiens securing the Notes Obligations are discharged, subordinated to, or made paripassu with any new Liens securing such Term DIP Financing and to any replacement oradditional Liens granted as adequate protection of the interests of the Notes Claimholders in theCollateral (“Notes Adequate Protection Lien”), in each case to the extent consistent withthe other provisions of this Agreement; provided that (a) the Revolving Collateral Agentretains its Lien on the Collateral to secure the Revolving Obligations (in each case, includingProceeds thereof arising after the commencement of the Insolvency Proceeding) and, as to theRevolving Priority Collateral only, such Lien has the same priority as existed prior to thecommencement of the Insolvency Proceeding and any Lien on the Revolving Priority Collateralsecuring such Term DIP Financing and any Term Adequate Protection Lien on the Revolving PriorityCollateral (and all obligations relating thereto, including any “carve-out” in favor of fees andexpenses of professionals retained by any debtor or creditors’ committee as agreed to by the NotesCollateral Agent and the holders of the Notes with respect to Notes Priority Collateral) is juniorand subordinate to the Lien of the Revolving Collateral Agent on the Revolving Priority Collateral,(b) all Liens on Notes Priority Collateral securing any such Term DIP Financing shall be senior toor on a parity with the Liens of the Notes Collateral Agent and the Notes Claimholders securing theNotes Obligations on Notes Priority Collateral, (c) to the extent that the Notes Collateral Agentis granted a Notes Adequate Protection Lien on Collateral arising after the commencement of theInsolvency Proceeding or additional payments or claims, the Revolving Claimholders are granted aLien on such additional Collateral with the relative priority set forth in Section 2.1 (andno Notes Collateral Agent or Notes Claimholder shall oppose any motion by any Revolving Claimholderwith respect to the granting of such a Lien), and (d) the terms of such Term DIP Financing or CashCollateral order do not either require such Revolving Claimholders to extend additional creditpursuant to such Term DIP Financing or authorize the use of Cash Collateral consisting of RevolvingPriority Collateral. Notes Claimholders agree not to offer to provide any Term DIP Financing thatdoes not meet the requirements set forth in clauses (a) through (d) above in this paragraph. Ifthe Notes Claimholders offer to provide Term DIP Financing that meets the requirements set forth inclauses (a) through (d) above in this paragraph, and if the Grantors desire to obtain authorizationfrom the Bankruptcy Court to obtain such Term DIP Financing, Revolving Collateral Agent agrees, onbehalf of itself and the other Revolving Claimholders, that no Revolving Claimholder shall,directly or indirectly, provide, offer to provide, or support any financing competing with the TermDIP Financing to be secured by a priming lien on the Notes Priority Collateral. The foregoingprovisions of this Section 6.2(b) shall not prevent Revolving Collateral Agent fromobjecting to any provision in any Cash Collateral order or Term DIP Financing documentationrelating to any provision or content of a plan of reorganization. The Notes Collateral Agent, onbehalf of itself and the Notes Claimholders, agrees that no such Person shall provide to suchGrantor any financing under Section 364 of the Bankruptcy Code to the extent that the NotesCollateral Agent or any Note Claimholder would, in connection with such financing, be granted aLien on the Revolving Priority Collateral senior to or pari passu with any Liens of the RevolvingCollateral Agent.(c) All Liens granted to the Revolving Collateral Agent or the Notes Collateral Agent in anyInsolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties tobe and shall be deemed to be subject to the Lien priorities in Section 2.1 and the otherterms and conditions of this Agreement.
 
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6.3 Sales. Subject to Sections 3.4(a) and 3.8, each of NotesCollateral Agent and Revolving Collateral Agent agrees that it will consent, and will not object oroppose, or support any party in opposing, a motion to Dispose of any Priority Collateral of theother party free and clear of any Liens or other claims under Section 363 or any other provision ofthe Bankruptcy Code if the requisite Revolving Claimholders under the Revolving Credit Agreementand the Revolving Collateral Agent, or Notes Claimholders under the Indenture and the NotesCollateralAgent, as the case may be, have consented to such Disposition of their respective PriorityCollateral, such motion does not impair, subject to the priorities set forth in this Agreement, therights of such party under Section 363(k) of the Bankruptcy Code (so long as the right of any NotesClaimholder to offset its claim against the purchase price for any Revolving Priority Collateralexists only after the Revolving Obligations have been paid in full in cash, and so long as theright of any Revolving Claimholder to offset its claim against the purchase price for any NotesPriority Collateral exists only after the Notes Obligations have been paid in full in cash), andthe terms of any proposed order approving such transaction provide for the respective Liens toattach to the proceeds of the Priority Collateral that is the subject of such Disposition, subjectto the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement.Each of Notes Collateral Agent and Revolving Collateral Agent further agrees that it will notoppose, or support any party in opposing, the right of the other party to credit bid under Section363(k) of the Bankruptcy Code, subject to the provision of the immediately preceding sentence.6.4 Relief from the Automatic Stay.(a) Until the Discharge of Revolving Obligations has occurred, the Notes Collateral Agentagrees not to seek (or support any other person seeking) relief from the automatic stay or anyother stay in any Insolvency Proceeding in respect of the Revolving Priority Collateral, withoutthe prior written consent of the Revolving Collateral Agent, unless (x) the Revolving CollateralAgent already has filed a motion (which remains pending) for such relief with respect to itsinterest in such Collateral and (y) a corresponding motion, in the reasonable judgment of the NotesCollateral Agent, should be filed for the purpose of preserving such party’s ability to receiveresidual distributions pursuant to Section 4.1, although the Notes Collateral Agent and theNotes Claimholders shall otherwise remain subject to the applicable restrictions in Section3.1 following the granting of any such relief from the automatic stay.(b) Until the Discharge of the Notes Obligations has occurred, the Revolving Collateral Agentagrees not to seek (or support any other person seeking) relief from the automatic stay or anyother stay in any Insolvency Proceeding in respect of the Notes Priority Collateral, without theprior written consent of the Notes Collateral Agent, unless (x) the Notes Collateral Agent alreadyhas filed a motion (which remains pending) for such relief with respect to its interest in suchCollateral and (y) a corresponding motion, in the reasonable judgment of the Revolving CollateralAgent, should be filed for the purpose of preserving such party’s ability to receive residualdistributions pursuant to Section 4.1, although the Revolving Collateral Agent and theRevolving Claimholders shall otherwise remain subject to the applicable restrictions in Section3.2 following the granting of any such relief from the automatic stay.6.5 Adequate Protection.(a) In any Insolvency Proceeding involving a Grantor, each of Revolving Collateral Agent,Revolving Claimholders, Notes Collateral Agent and Notes Claimholders agrees that it will notoppose (or support any other person opposing) (i) any request by Notes Collateral Agent or anyNotes Claimholder, with respect to the Notes Priority Collateral prior to the Discharge of NotesObligations, or Revolving Collateral Agent or any Revolving Claimholder, with respect to theRevolving Priority Collateral prior to the Discharge of Revolving Obligations, in each case, foradequate protection for the application of proceeds of Revolving Priority Collateral to theRevolving Obligations, or the proceeds of Notes Priority Collateral to the Notes Obligations, asapplicable, and, with respect to Liens on the Revolving Priority Collateral or the Notes PriorityCollateral, as applicable, for replacement or additional Liens on post-petition assets of the sametype as the Revolving Priority Collateral or the Notes Priority Collateral, as applicable, or (ii)as applicable, (A) any objection by the Revolving Collateral Agent or the Revolving Claimholders toany motion, relief, action or proceeding based on the Revolving Collateral Agent or the RevolvingClaimholders claiming a lack of adequate protection with respect to their Liens in the RevolvingPriority Collateral, or (B) any objection by the Notes Collateral Agent or the Notes Claimholdersto any motion, relief, action or proceeding based on the Notes Collateral Agent or the NotesClaimholders claiming a lack of adequate protection with respect to their Liens in the NotesPriority Collateral; provided, however, that (i) Revolving Collateral Agent andRevolving Claimholders may object to any request for adequate protection that would result in anyadequate protection payments to Notes Collateral Agent or Notes Claimholders being made with anyRevolving Priority Collateral, or with any advances made pursuant to any DIP Financing prior to theDischarge of the Revolving Obligations and (ii) Notes Collateral Agent and Notes Claimholders mayobject to any request for adequate protection that would result in any adequate protection paymentsto Revolving
 
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Collateral Agent or Revolving Claimholders being madewith any Notes Priority Collateral, or with any advances made pursuant to any Term DIPFinancing prior to the Discharge of the Notes Obligations. If the Revolving Collateral Agent, foritself and on behalf of the Revolving Claimholders, seeks or requires (or is otherwise granted)adequate protection of its junior interest in the Notes Priority Collateral in the form of areplacement or additional Lien on the post-petition assets of the same type as the Notes PriorityCollateral, then the Revolving Collateral Agent, for itself and the Revolving Claimholders, agreesthat the Notes Collateral Agent shall also be granted a replacement or additional Lien on suchpost-petition assets as adequate protection of its senior interest in the Notes Priority Collateraland that the Revolving Collateral Agent’s replacement or additional Lien shall be subordinated tothe replacement or additional Lien of the Notes Collateral Agent on the same basis as the Liens ofthe Revolving Collateral Agent on the Notes Priority Collateral are subordinated to the Liens ofthe Notes Collateral Agent on the Notes Collateral under this Agreement; in that regard, theRevolving Collateral Agent, for itself and the Revolving Claimholders, further agrees that it willnot accept any such replacement or additional Liens on such post-petition assets of the same typeas the Notes Priority Collateral unless the Notes Collateral Agent shall also have received areplacement or additional Lien thereon as adequate protection of its senior interest in the NotesPriority Collateral that is superior to the additional or replacement Liens so granted to theRevolving Collateral Agent. If the Notes Collateral Agent, for itself and on behalf of the NotesClaimholders, seeks or requires (or is otherwise granted) adequate protection of its juniorinterest in the Revolving Priority Collateral in the form of a replacement or additional Lien onthe post-petition assets of the same type as the Revolving Priority Collateral, then the NotesCollateral Agent, for itself and the Notes Claimholders, agrees that the Revolving Collateral Agentshall also be granted a replacement or additional Lien on such post-petition assets as adequateprotection of its senior interest in the Revolving Priority Collateral and that the NotesCollateral Agent’s replacement or additional Lien shall be subordinated to the replacement oradditional Lien of the Revolving Collateral Agent on the same basis as the Liens of the NotesCollateral Agent on the Revolving Priority Collateral are subordinated to the Liens of theRevolving Collateral Agent on the Revolving Priority Collateral under this Agreement; in thatregard, the Notes Collateral Agent, for itself and the Notes Claimholders, further agrees that itwill not accept any such replacement or additional Liens on such post-petition assets of the sametype as the Revolving Priority Collateral unless the Revolving Collateral Agent shall also havereceived a replacement or additional Lien thereon as adequate protection of its senior interest inthe Revolving Priority Collateral that is superior to the additional or replacement Liens sogranted to the Notes Collateral Agent.(b) Subject to Sections 6.2 and 6.5(a), and other provisions hereof, in anyInsolvency Proceeding involving a Grantor, (i) Notes Collateral Agent and the Notes Claimholdersmay seek, without objection from Revolving Claimholders, adequate protection with respect to theirrights in the Notes Priority Collateral, and (ii) the Revolving Collateral Agent and the RevolvingClaimholders may seek, without objection from Notes Claimholders, adequate protection with respectto their rights in the Revolving Priority Collateral; provided that if any of NotesCollateral Agent, the Notes Claimholders, the Revolving Collateral Agent or the RevolvingClaimholders are granted adequate protection in the form of a replacement or additional Lien (onexisting or future assets of Grantors), claim, payment or otherwise, such replacement or additionalLien or other adequate protection shall be subject to the terms of this Agreement.(c) Neither Notes Collateral Agent nor any other Notes Claimholder shall object to, oppose, orchallenge any claim or order by Revolving Collateral Agent or any Revolving Claimholder forallowance or payment, including, without limitation, current payment, in any Insolvency Proceedingof Revolving Obligations consisting of post-petition interest, fees, or expenses with the RevolvingPriority Collateral (so long as any post-petition interest paid as a result thereof is not paidfrom the proceeds of Notes Priority Collateral) or with any advances made pursuant to any DIPFinancing or for relief through the automatic stay with respect to the Revolving PriorityCollateral.(d) Neither Revolving Collateral Agent nor any other Revolving Claimholder shall object to,oppose, or challenge any claim or order by Notes Collateral Agent or any Notes Claimholder forallowance or payment, including, without limitation, current payment, in any Insolvency Proceedingof Notes Obligations consisting of post-petition interest, fees, or expenses with the NotesPriority Collateral (so long as any post-petition interest paid as a result thereof is not paidfrom the proceeds of Revolving Priority Collateral) or with any advances made pursuant to any TermDIP Financing or for relief through the automatic stay with respect to the Notes PriorityCollateral.
 
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(e) The Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, may seekadequate protection of its junior interest in the Revolving Priority Collateral, subject to theprovisions of this Agreement; provided that (x) the Revolving Collateral Agent is granted adequateprotection in the form of a replacement or additional Lien on post-petition assets of the same typeas the Revolving Priority Collateral and (y) such adequate protection required by the NotesCollateral Agent is in the form of a replacement or additional Lien on post-petition assets of thesame type as the Revolving Priority Collateral.(f) The Revolving Collateral Agent, for itself and on behalf of Revolving Claimholders, mayseek adequate protection of its junior interest in the Notes Priority Collateral, subject to theprovisions of this Agreement; provided that (x) the Notes Collateral Agent is granted adequateprotection in the form of a replacement or additional Lien on post-petition assets of the same typeas the Notes Priority Collateral and (y) such adequate protection required by the RevolvingCollateral Agent is in the form of a replacement or additional Lien on post-petition assets of thesame type as the Notes Priority Collateral.6.6 Section 1111(b) of the Bankruptcy Code. Neither Notes Collateral Agent nor theRevolving Collateral Agent shall object to, oppose, support any objection, or take any other actionto impede, the right of any Claimholder to make an election under Section 1111(b)(2) of theBankruptcy Code. So long as the respective rights and remedies available to Notes Collateral Agentand Revolving Collateral Agent hereunder are not impaired thereby, each of the Notes CollateralAgent and the Revolving Collateral Agent waives any claim it may hereafter have against anyClaimholder arising out of the election by such Claimholder of such application of Section1111(b)(2) and Section 364 of the Bankruptcy Code. The Notes Collateral Agent and RevolvingCollateral Agent each waive to the fullest extent permitted by law any claim it may hereafter haveagainst any Grantor or their respective subsidiaries arising out of any borrowing of, or grant of asecurity interest or administrative expense priority under Section 364 of the Bankruptcy Code to,Grantor or any of their respective Subsidiaries as debtor-in-possession.6.7 Avoidance Issues. If any Claimholder is required in any Insolvency Proceeding orotherwise to turn over, disgorge or otherwise pay to the estate of any Grantor any amount paid inrespect of Revolving Obligations or Notes Obligations, as the case may be (a “Recovery”),then such Claimholders shall be entitled to a reinstatement of the Revolving Obligations or theNotes Obligations, as applicable, with respect to all such recovered amounts, and all rights,interests, priorities and privileges recognized in this Agreement shall apply with respect to anysuch Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreementshall be reinstated in full force and effect, and such prior termination shall not diminish,release, discharge, impair, or otherwise affect the obligations of the parties hereto from suchdate of reinstatement.6.8 Plan of Reorganization. If, in any Insolvency Proceeding involving a Grantor,debt obligations of the reorganized debtor secured by Liens upon any property of the reorganizeddebtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization orsimilar dispositive restructuring plan, both on account of Revolving Obligations and on account ofNotes Obligations, then, to the extent the debt obligations distributed on account of the RevolvingObligations and on account of the Notes Obligations are secured by Liens upon the same property,the provisions of this Agreement will survive the distribution of such debt obligations pursuant tosuch plan and will apply with like effect to the Liens securing such debt obligations.6.9 Separate Grants of Security and Separate Classification. The Revolving CollateralAgent, on behalf of the Revolving Claimholders, and the Notes Collateral Agent, on behalf of theNotes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to theRevolving Collateral Documents and the Notes Collateral Documents constitute two separate anddistinct grants of Liens, and because of, among other things, their differing rights in theCollateral (i) the Notes Obligations are fundamentally different from the Revolving Obligationsand, (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, ineach case, must be separately classified in any plan of reorganization proposed or confirmed (orapproved) in an Insolvency Proceeding. To further effectuate the intent of the parties as providedin the immediately preceding sentence, if it is held that the claims of the Revolving Claimholdersand the Notes Claimholders in respect of the Collateral constitute claims in the same class (ratherthan at least two separate classes of secured claims with the priorities described in Section2.1), then the Revolving Claimholders and the Notes Claimholders hereby acknowledge and agreethat all distributions shall be made as if there were two separate classes of Revolving Obligationsand Notes Obligations (with the effect being that, to the extent that (i) the aggregate value ofthe Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoringall claims held by the Notes
 
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Claimholders thereon), theRevolving Claimholders shall be entitled to receive, in addition to amounts distributed to them inrespect of principal, pre-petition interest and other claims, all amounts owing in respect ofpost-petition interest, fees or expenses that is available from their Revolving Priority Collateral(regardless of whether any such claims may or may not be allowed or allowable in whole or in partas against the Grantor in the respective Insolvency Proceeding pursuant to Section 506(b) of theBankruptcy Code or otherwise), before any distribution is made in respect of the Notes Obligationswith respect to such Collateral, with each Notes Claimholder acknowledging and agreeing to turnover to the Revolving Collateral Agent with respect to such Collateral amounts otherwise receivedor receivable by them to the extent necessary to effectuate the intent of this sentence, even ifsuch turnover has the effect of reducing the aggregate recoveries of the Notes Obligations and (ii)the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for thispurpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholdersshall be entitled to receive, in addition to amounts distributed to them in respect of principal,pre-petition interest and other claims, all amounts owing in respect of post-petition interest,fees or expenses that is available from their Notes Priority Collateral (regardless of whether anysuch claims may or may not be allowed or allowable in whole or in part as against the Grantor inthe respective Insolvency Proceeding pursuant to Section 506(b) of the Bankruptcy Code orotherwise), before any distribution is made in respect of the Revolving Obligations with respect tosuch Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to theNotes Collateral Agent with respect to such Collateral amounts otherwise received or receivable bythem to the extent necessary to effectuate the intent of this sentence, even if such turnover hasthe effect of reducing the aggregate recoveries of the Revolving Obligations).**SECTION 7.**Reliance; Waivers; Etc.7.1 Reliance. Other than any reliance on the terms of this Agreement, RevolvingCollateral Agent, on behalf of the Revolving Claimholders, acknowledges that it and such RevolvingClaimholders have, independently and without reliance on Notes Collateral Agent or any NotesClaimholder, and based on documents and information deemed by them appropriate, made their owncredit analysis and decision to enter into each of the Revolving Loan Documents and be bound by theterms of this Agreement and they will continue to make their own credit decision in taking or nottaking any action under the Revolving Loan Documents or this Agreement. Other than any reliance onthe terms of this Agreement, Notes Collateral Agent acknowledges on behalf of the NotesClaimholders that it and such Notes Claimholders have, independently and without reliance onRevolving Collateral Agent or any Revolving Claimholder, and based on documents and informationdeemed by them appropriate, made their own credit analysis and decision to enter into each of theNotes Documents and be bound by the terms of this Agreement and they will continue to make theirown credit decision in taking or not taking any action under the Notes Documents or this Agreement.7.2 No Warranties or Liability. Revolving Collateral Agent, on behalf of theRevolving Claimholders, acknowledges and agrees that Notes Collateral Agent has made no express orimplied representation or warranty, including with respect to the execution, validity, legality,completeness, collectibility, or enforceability of any of the Notes Documents, the ownership by anyGrantor of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwiseexpressly provided herein, Notes Collateral Agent and the Notes Claimholders will be entitled tomanage and supervise the Notes Documents in accordance with law and as they may otherwise, in theirsole discretion, deem appropriate. Notes Collateral Agent, on behalf of the Notes Claimholders,acknowledges and agrees that Revolving Collateral Agent and Revolving Claimholders have made noexpress or implied representation or warranty, including with respect to the execution, validity,legality, completeness, collectibility, or enforceability of any of the Revolving Loan Documents,the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except asotherwise expressly provided herein, Revolving Claimholders will be entitled to manage andsupervise their respective loans and extensions of credit under the Revolving Loan Documents inaccordance with law and as they may otherwise, in their sole discretion, deem appropriate. Exceptas expressly provided herein, the Notes Collateral Agent and Notes Claimholders shall have no dutyto Revolving Collateral Agent or any Revolving Claimholders, and Revolving Collateral Agent andRevolving Claimholders shall have no duty to Notes Collateral Agent or any Notes Claimholders, toact or refrain from acting in a manner that allows, or results in, the occurrence or continuance ofan event of default or default under any agreements with any Grantor (including the Revolving LoanDocuments and the Notes Documents), regardless of any knowledge thereof which they may have or becharged with. The Notes Collateral Agent hereby waives to the fullest extent permitted by law anyclaim that may be had against the Revolving Collateral Agent or any Revolving Claimholder arisingout of any actions which the Revolving Collateral Agent or such Revolving Claimholder take or omitto take (including,
 
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actions with respect tothe creation, perfection or continuation of Liens on any Collateral, actions with respect tothe foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of theCollateral and actions with respect to the collection of any claim for all or any part of theRevolving Obligations from any account debtor, guarantor or any other party), or the valuation,use, protection or release of any security for such Revolving Obligations. The RevolvingCollateral Agent hereby waives to the fullest extent permitted by law any claim that may be hadagainst the Notes Collateral Agent or any Notes Claimholder arising out of any actions which theNotes Collateral Agent or such Notes Claimholder take or omit to take (including, actions withrespect to the creation, perfection or continuation of Liens on any Collateral, actions withrespect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, anyof the Collateral and actions with respect to the collection of any claim for all or any part ofthe Notes Obligations from any account debtor, guarantor or any other party), or the valuation,use, protection or release of any security for such Notes Obligations.7.3 No Waiver of Lien Priorities.(a) No right of Revolving Claimholders, Revolving Collateral Agent or any of them to enforceany provision of this Agreement or any Revolving Loan Document shall at any time in any way beprejudiced or impaired by any act or failure to act on the part of any Grantor or by any act orfailure to act by any Revolving Claimholder or Revolving Collateral Agent, or by any noncomplianceby any Person with the terms, provisions, and covenants of this Agreement, any of the RevolvingLoan Documents or any of the Notes Documents, regardless of any knowledge thereof which RevolvingCollateral Agent or Revolving Claimholders, or any of them, may have or be otherwise charged with.No right of Notes Claimholders, Notes Collateral Agent or any of them to enforce any provision ofthis Agreement or any Notes Document shall at any time in any way be prejudiced or impaired by anyact or failure to act on the part of any Grantor or by any act or failure to act by any NotesClaimholder or Notes Collateral Agent, or by any noncompliance by any person with the terms,provisions, and covenants of this Agreement, any of the Notes Documents or any of the RevolvingLoan Documents, regardless of any knowledge thereof which Notes Collateral Agent or NotesClaimholders, or any of them, may have or be otherwise charged with.(b) Subject to any rights of Grantors under the Revolving Loan Documents and the NotesDocuments and subject to the provisions of Section 5.3(a), the Revolving Collateral Agentand Revolving Claimholders may, at any time and from time to time in accordance with the RevolvingLoan Documents and/or applicable law, without the consent of, or notice to, the Notes CollateralAgent or any Notes Claimholders, without incurring any liabilities to Notes Collateral Agent or anyNotes Claimholders and without impairing or releasing the Lien priorities and other benefitsprovided in this Agreement (even if any right of subrogation or other right or remedy of NotesCollateral Agent or Notes Claimholders is affected, impaired, or extinguished thereby) do any oneor more of the following without the prior written consent of Notes Collateral Agent or any NotesClaimholders:(i) change the manner, place, or terms of payment or change or extend the timeof payment of, or amend, renew, exchange, increase, or alter, the terms of any ofthe Revolving Obligations or any Lien on any Collateral or guarantee thereof or anyliability of any Grantor, or any liability incurred directly or indirectly inrespect thereof (including any increase in or extension of the RevolvingObligations, without any restriction as to the tenor or terms of any such increaseor extension) or otherwise amend, renew, exchange, extend, modify, or supplement inany manner any Liens held by Revolving Collateral Agent or any RevolvingClaimholders, the Revolving Obligations, or any of the Revolving Loan Documents;(ii) sell, exchange, release, surrender, realize upon, enforce or otherwisedeal with in any manner and in any order any part of the Revolving PriorityCollateral or any liability of any Grantor to Revolving Claimholders or RevolvingCollateral Agent, or any liability incurred directly or indirectly in respectthereof;(iii) settle or compromise any Revolving Obligation or any other liability ofany Grantor or any security therefor or any liability incurred directly orindirectly in respect thereof and apply any sums by whomsoever paid and howeverrealized to any liability (including the Revolving Obligations) in any manner ororder that is not inconsistent with the terms of this Agreement; and
 
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(iv) exercise or delay in or refrain from exercising any right or remedyagainst any Grantor or any other person, elect any remedy and otherwise deal freelywith any Grantor or any Revolving Priority Collateral and any security and anyguarantor or any liability of any Grantor to Revolving Claimholders or any liabilityincurred directly or indirectly in respect thereof.(c) Except as otherwise provided herein, Notes Collateral Agent and Notes Claimholders alsoagree that Revolving Claimholders and Revolving Collateral Agent shall have no liability to NotesCollateral Agent and Notes Claimholders, and Notes Collateral Agent and Notes Claimholders herebywaive any claim against any Revolving Claimholder or Revolving Collateral Agent, arising out of anyand all actions which Revolving Claimholders or Revolving Collateral Agent may, pursuant to theterms hereof, take, permit or omit to take with respect to:(i) the Revolving Loan Documents;(ii) the collection of the Revolving Obligations; or(iii) the foreclosure upon, or sale, liquidation, or other Disposition of, orthe failure to foreclose upon, or sell, liquidate, or otherwise dispose of, anyRevolving Priority Collateral. Notes Collateral Agent and Notes Claimholders agreethat Revolving Claimholders and Revolving Collateral Agent have no duty to them inrespect of the maintenance or preservation of the Revolving Priority Collateral, theRevolving Obligations, or otherwise.(d) Subject to any rights of Grantors under the Notes Documents and subject to the provisionsof Section 5.3(b), Notes Collateral Agent may, at any time and from time to time inaccordance with the Notes Documents and/or applicable law, without the consent of, or notice to,Revolving Collateral Agent or the Revolving Claimholders, without incurring any liabilities toRevolving Collateral Agent or the Revolving Claimholders and without impairing or releasing theLien priorities and other benefits provided in this Agreement (even if any right of subrogation orother right or remedy of Revolving Collateral Agent or the Revolving Claimholders is affected,impaired, or extinguished thereby) do any one or more of the following without the prior writtenconsent of Revolving Collateral Agent and Revolving Claimholders:(i) change the manner, place, or terms of payment or change or extend the timeof payment of, or amend, renew, exchange, increase, or alter, the terms of any ofthe Notes Obligations or any Lien on any Collateral or guarantee thereof or anyliability of any Grantor, or any liability incurred directly or indirectly inrespect thereof (including any increase in or extension of the Notes Obligations,without any restriction as to the tenor or terms of any such increase or extension)or otherwise amend, renew, exchange, extend, modify, or supplement in any manner anyLiens held by Notes Collateral Agent or any Notes Claimholders, the NotesObligations, or any of the Notes Documents;(ii) subject to Section 3.8, sell, exchange, release, surrender,realize upon, enforce or otherwise deal with in any manner and in any order any partof the Notes Priority Collateral or any liability of any Grantor to NotesClaimholders or Notes Collateral Agent, or any liability incurred directly orindirectly in respect thereof;(iii) settle or compromise any Notes Obligation or any other liability of anyGrantor or any security therefor or any liability incurred directly or indirectly inrespect thereof and apply any sums by whomsoever paid and however realized to anyliability (including the Notes Obligations) in any manner or order that is notinconsistent with this Agreement; and(iv) exercise or delay in or refrain from exercising any right or remedyagainst any Grantor or any other person, elect any remedy and otherwise deal freelywith any Grantor or any Notes Priority Collateral and any security and any guarantoror any liability of any Grantor to Notes Collateral Agent or Notes Claimholders orany liability incurred directly or indirectly in respect thereof.
 
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(e) Except as otherwise provided herein, Revolving Claimholders and Revolving Collateral Agentalso agree that Notes Collateral Agent and Notes Claimholders shall have no liability to RevolvingClaimholders and Revolving Collateral Agent, and Revolving Claimholders and Revolving CollateralAgent hereby waive any claim against Notes Collateral Agent and Notes Claimholders, arising out ofany and all actions which Notes Collateral Agent and Notes Claimholders may, pursuant to the termshereof, take, permit or omit to take with respect to:(i) the Notes Documents;(ii) the collection of the Notes Obligations; or(iii) the foreclosure upon, or sale, liquidation, or other Disposition of, orthe failure to foreclose upon, or sell, liquidate, or otherwise dispose of, anyNotes Priority Collateral. Revolving Claimholders and Revolving Collateral Agentagree that Notes Collateral Agent and Notes Claimholders has no duty to them inrespect of the maintenance or preservation of the Notes Priority Collateral, theNotes Obligations, or otherwise.(f) Until the Discharge of Revolving Obligations and the Discharge of Notes Obligations, eachof Revolving Collateral Agent and Notes Collateral Agent agrees not to assert and hereby waives, tothe fullest extent permitted by law, any right to demand, request, plead, or otherwise assert, orotherwise claim the benefit of, any marshaling, appraisal, valuation, or other similar right thatmay otherwise be available under applicable law with respect to the other party’s PriorityCollateral or any other similar rights a junior secured creditor may have under applicable law.7.4 Obligations Unconditional. For so long as this Agreement is in full force andeffect, all rights, interests, agreements and obligations of Revolving Collateral Agent andRevolving Claimholders and Notes Collateral Agent and Notes Claimholders, respectively, hereundershall remain in full force and effect irrespective of:(a) any lack of validity or enforceability of any Revolving Loan Documents or any NotesDocuments;(b) except as otherwise expressly restricted in this Agreement, any change in the time,manner, or place of payment of, or in any other terms of, all or any of the Revolving Obligationsor Notes Obligations, or any amendment or waiver or other modification, including any increase inthe amount thereof, whether by course of conduct or otherwise, of the terms of any Revolving LoanDocument or any Notes Document;(c) except as otherwise expressly restricted in this Agreement, any exchange of any securityinterest in any Collateral or any other collateral, or any amendment, waiver or other modification,whether in writing or by course of conduct or otherwise, of all or any of the Revolving Obligationsor Notes Obligations or any guarantee thereof;(d) the commencement of any Insolvency Proceeding in respect of any Grantor; or(e) any other circumstances which otherwise might constitute a defense available to, or adischarge of, any Grantor in respect of Revolving Collateral Agent, any Revolving Claimholder, theRevolving Obligations, Notes Collateral Agent, any Notes Claimholder, or the Notes Obligations inrespect of this Agreement.**SECTION 8.**Representations and Warranties.8.1 Representations and Warranties of Each Party. Each party hereto represents andwarrants to the other parties hereto as follows:(a) Such party is duly organized, validly existing and in good standing under the lawsof the jurisdiction of its organization and has all requisite power and authority to executeand deliver this Agreement and to perform its obligations hereunder.(b) This Agreement has been duly executed and delivered by such party.
 
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8.2 Representations and Warranties of Each Agent. Revolving Collateral Agent andNotes Collateral Agent each represents and warrants to the other that it has been authorized byRevolving Lenders or holders of Notes, as applicable, under the Revolving Credit Agreement or theIndenture, as applicable, to enter into this Agreement.**SECTION 9.**Miscellaneous.9.1 Conflicts. Except to the extent expressly provided in Section 9.15, inthe event of any conflict between the provisions of this Agreement and the provisions of any of theRevolving Loan Documents or any of the Notes Documents, the provisions of this Agreement shallgovern and control.9.2 Effectiveness; Continuing Nature of this Agreement; Severability. This Agreementshall become effective when executed and delivered by the parties hereto. This is a continuingagreement of lien subordination (as opposed to debt or claim subordination) and RevolvingClaimholders may continue, at any time and without notice to Notes Collateral Agent or NotesClaimholders, to extend credit and other financial accommodations to or for the benefit of anyGrantor constituting Revolving Obligations in reliance hereon. Each of Revolving Collateral Agentand Notes Collateral Agent hereby waives any right it may have under applicable law to revoke thisAgreement or any of the provisions of this Agreement. The terms of this Agreement shall survive,and shall continue in full force and effect, in any Insolvency Proceeding. Consistent with, butnot in limitation of, the preceding sentence, the Revolving Collateral Agent and the NotesCollateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that thisAgreement constitutes a “subordination agreement” within the meaning of both New York law andSection 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited orunenforceable shall not invalidate the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision inany other jurisdiction. All references to any Grantor shall include such Grantor as debtor anddebtor in possession and any receiver or trustee for such Grantor in any Insolvency Proceeding.This Agreement shall terminate and be of no further force and effect:(a) with respect to Revolving Collateral Agent, Revolving Claimholders, and theRevolving Obligations, on the date that the Discharge of Revolving Obligations has occurred;and(b) with respect to Notes Collateral Agent, Notes Claimholders and the NotesObligations on the date that the Discharge of Notes Obligations has occurred.9.3 Amendments; Waivers. Except as provided in the last two sentences of thisSection, no amendment, modification, or waiver of any of the provisions of this Agreement shall beeffective unless the same shall be in writing signed on behalf of each party hereto or itsauthorized agent and each waiver, if any, shall be a waiver only with respect to the specificinstance involved and shall in no way impair the rights of the parties making such waiver or theobligations of the other parties to such party in any other respect or at any other time. Anyamendments, modifications or waivers can be effected by the Revolving Collateral Agent, at thedirection of the requisite Revolving Claimholders under the Revolving Credit Agreement, and by theNotes Collateral Agent, at the direction of the requisite Notes Claimholders under the Indenture.Notwithstanding the foregoing, (i) no Grantor shall have any right to consent to or approve anyamendment, modification or waiver of any provision of this Agreement except to the extent itsrights are directly affected, (ii) any Other Pari Passu Obligations Agent, on behalf of itself andsuch holders, may become a party to this Agreement, without any further action by any other partyhereto, upon execution and delivery by AMLLC, Finance Sub and such Other Pari Passu ObligationsAgent of a properly completed joinder agreement (in form and substance reasonably satisfactory toeach of the Revolving Collateral Agent and the Notes Collateral Agent) to each of the other partieshereto, (iii) any duly appointed agent for the holders of Revolving Obligations described in clause(ii) of the definition thereof, on behalf of itself and such holders, may become a party to thisAgreement, without any further action by any other party hereto, upon execution and delivery byAMLLC, Finance Sub and such agent of a properly completed joinder agreement (in form and substancereasonably satisfactory to each of the Revolving Collateral Agent and the Notes Collateral Agent)to each of the other parties hereto and delivery to the Notes Collateral Agent by AMLLC of anofficer’s certificate certifying that such obligations are permitted by the Indenture to beincluded hereunder as Revolving Obligations, (iv) technical modifications may be made to thisAgreement to facilitate the inclusion of Other Pari Passu Obligations without any
 
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further actionby any other party hereto to the extent such Other Pari Passu Obligations are permitted to beincurred under the Revolving Loan Documents and the Notes Documents and (v) technical modificationsmay be made to this Agreement to facilitate the inclusion of Revolving Obligations described inclause (ii) of the definition thereof without any further action by any other party hereto to theextent such Obligations are permitted to be incurred under the Revolving Loan Documents and theNotes Documents. In connection with any Refinancing of the Notes Obligations or RevolvingObligations pursuant to Section 5.3(a) or 5.3(b), as applicable, this Agreement maybe amended at the request and sole expense of the Grantors, and without the consent of either theBank Collateral Agent or the Notes Collateral Agent, (i) to add parties (or any authorized agent ortrustee therefor) providing any such Refinancing, (ii) to establish that Liens on any NotesPriority Collateral securing such Refinanced debt shall have the same priority as the Liens on anyNotes Priority Collateral securing the debt being Refinanced and (iii) to establish that the Lienson any Revolving Priority Collateral securing such Refinanced debt shall have the same priority asthe Liens on any Revolving Priority Collateral securing the debt being Refinanced. Notwithstandinganything to the contrary in this Agreement, this Agreement may be amended from time to time at thesole request and expense of the Issuers (as defined under the Indenture), (x) as set forth in thesecond paragraph of Section 9.01 of the Indenture, without the consent of the Notes CollateralAgent, and (y) as set forth in the second paragraph of such Section 9.01 as in effect on the datehereof, without the consent of the Revolving Collateral Agent.9.4 Information Concerning Financial Condition of AMLLC and its Subsidiaries.Revolving Collateral Agent and Revolving Claimholders, on the one hand, and Notes Collateral Agentand Notes Claimholders, on the other hand, shall each be responsible for keeping themselvesinformed of (a) the financial condition of AMLLC and its Subsidiaries and all endorsers and/orguarantors of the Revolving Obligations or the Notes Obligations and (b) all other circumstancesbearing upon the risk of nonpayment of the Revolving Obligations or the Notes Obligations.Revolving Collateral Agent and Revolving Claimholders shall have no duty to advise Notes CollateralAgent and Notes Claimholders of information known to it or them regarding such condition or anysuch circumstances or otherwise. Notes Collateral Agent and Notes Claimholders shall have no dutyto advise Revolving Collateral Agent or any Revolving Claimholder of information known to it orthem regarding such condition or any such circumstances or otherwise. In the event RevolvingCollateral Agent or any Revolving Claimholders, or Notes Collateral Agent or any NotesClaimholders, in its or their sole discretion, undertakes at any time or from time to time toprovide any such information to any other party to this Agreement, it or they shall be under noobligation:(a) to make, and Revolving Collateral Agent and Revolving Claimholders, or NotesCollateral Agent and Notes Claimholders, as the case may be, shall not be required to make,any express or implied representation or warranty, including with respect to the accuracy,completeness, truthfulness, or validity of any such information so provided;(b) to provide any additional information or to provide any such information on anysubsequent occasion;(c) to undertake any investigation; or(d) to disclose any information, which pursuant to accepted or reasonable commercialpractices, such party wishes to maintain confidential or is otherwise required to maintainconfidential.9.5 Subrogation. (a) With respect to any payments or distributions in cash, property,or other assets that any Notes Claimholders or Notes Collateral Agent pay over to RevolvingCollateral Agent or Revolving Claimholders under the terms of this Agreement, Notes Claimholdersand Notes Collateral Agent shall be subrogated to the rights of Revolving Collateral Agent andRevolving Claimholders and (b) with respect to any payments or distributions in cash, property, orother assets that any Revolving Claimholders or Revolving Collateral Agent pay over to NotesCollateral Agent or Notes Claimholders under the terms of this Agreement, Revolving Claimholdersand Revolving Collateral Agent shall be subrogated to the rights of Notes Collateral Agent andNotes Claimholders; provided, however, that, Revolving Collateral Agent and NotesCollateral Agent each hereby agrees not to assert or enforce any such rights of subrogation it mayacquire as a result of any payment hereunder until the Discharge of all Revolving Obligations orDischarge of Notes Obligations, as applicable, has occurred. Any payments or distributions incash, property or other assets received by Revolving Collateral Agent or Revolving Claimholdersthat are paid over to Notes Collateral Agent or Notes Claimholders pursuant to this Agreement shallnot reduce any of the Revolving Obligations. Any payments or distributions in cash, property orother assets received by Notes CollateralAgent or Notes Claimholders that are paid over to Revolving Collateral Agent or RevolvingClaimholders pursuant to this Agreement shall not reduce any of the Notes Obligations.Notwithstanding the foregoing provisions of this Section 9.5, none of the RevolvingClaimholders shall have any claim against any of the Notes Claimholders for any impairment of anysubrogation rights herein granted to the Notes Claimholders and none of the Notes Claimholdersshall have any claim against any of the Revolving Claimholders for any impairment of anysubrogation rights herein granted to the Revolving Claimholders.
 
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9.6 **GOVERNING LAW; CONSENT TO JURISDICTION AND VENUE****. THIS AGREEMENT AND THEOBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANYAPPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH OF THE PARTIES HERETO HEREBY CONSENTS ANDAGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL HAVE JURISDICTION TOHEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE PARTIES HERETO PERTAINING TO THIS AGREEMENT ORTO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETOACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OFNEW YORK, NEW YORK. EACH OF THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCHJURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES HERETOHEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPERVENUE OR FORUM NON CONVENIENS.**9.7 Notices. All notices to Revolving Claimholders permitted or required under thisAgreement shall also be sent to Revolving Collateral Agent. All notices to Notes Claimholderspermitted or required under this Agreement shall also be sent to Notes Collateral Agent. Unlessotherwise specifically provided herein, any notice hereunder shall be in writing and may bepersonally served or sent by telefacsimile or United States mail or courier service or electronicmail and shall be deemed to have been given when delivered in person or by courier service andsigned for against receipt thereof, upon receipt of telefacsimile or electronic mail, or 3 BusinessDays after depositing it in the United States mail with postage prepaid and properly addressed.For the purposes hereof, the addresses of the parties hereto shall be as is designated by suchparty on the signature pages hereto. The Borrower shall provide written notice to the RevolvingCollateral Agent of the Discharge of Notes Obligations and shall provide written notice to theNotes Collateral Agent of the Discharge of Revolving Obligations.9.8 Further Assurances. Revolving Collateral Agent and Notes Collateral Agent eachagrees to take such further action and shall execute and deliver such additional documents andinstruments (in recordable form, if requested) as Revolving Collateral Agent or Notes CollateralAgent may reasonably request to effectuate the terms of and the Lien priorities contemplated bythis Agreement, all at the expense of Grantors.9.9 Binding on Successors and Assigns. This Agreement shall be binding upon RevolvingCollateral Agent, Revolving Claimholders, Notes Collateral Agent, Notes Claimholders, and theirrespective successors and assigns.9.10 Headings. Section headings in this Agreement are included herein for convenienceof reference only and shall not constitute a part of this Agreement for any other purpose or begiven any substantive effect.9.11 Counterparts. This Agreement may be executed in counterparts (and by differentparties hereto in different counterparts), each of which shall constitute an original, but all ofwhich when taken together shall constitute a single contract. Delivery of an executed counterpartof a signature page of this Agreement or any document or instrument delivered in connectionherewith by telecopy shall be effective as delivery of a manually executed counterpart of thisAgreement or such other document or instrument, as applicable.9.12 No Third Party Beneficiaries. This Agreement and the rights and benefits hereofshall inure to the benefit of each of the parties hereto and its respective successors and assignsand shall inure to the benefit of and bind each of Revolving Claimholders and Notes Claimholders.In no event shall any Grantor be a third party beneficiary of this Agreement.
 
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9.13 Provisions Solely to Define Relative Rights. The provisions of this Agreementare and are intended solely for the purpose of defining the relative rights of Revolving CollateralAgent and Revolving Claimholders on the one hand and Notes Collateral Agent and Notes Claimholderson the other hand. No Grantor or any other creditor thereof shall have any rights hereunder and noGrantor may rely on the terms hereof. Nothing in this Agreement shall impair, as between Grantorsand Revolving Collateral Agent and Revolving Claimholders, or as between Grantors and NotesCollateral Agent and Notes Claimholders, the obligations of Grantors to pay principal, interest,fees and other amounts as provided in the Revolving Loan Documents and the Notes Documents,respectively.9.14 Specific Performance. Each of the Revolving Collateral Agent and the NotesCollateral Agent may demand specific performance of this Agreement. The Revolving CollateralAgent, on behalf of itself and the Revolving Claimholders, and the Notes Collateral Agent, onbehalf of itself and the Notes Claimholders, hereby irrevocably waive any defense based on theadequacy of a remedy at law and any other defense which might be asserted to bar the remedy ofspecific performance in any action which may be brought by the Revolving Collateral Agent or theother Revolving Claimholders or the Notes Collateral Agent or the other Notes Claimholders, asapplicable. Without limiting the generality of the foregoing or of the other provisions of thisAgreement, in seeking specific performance in any Insolvency Proceeding, Revolving Collateral Agentor Notes Collateral Agent may seek such or any other relief as if it were the “holder” of theclaims of the other agent’s Claimholders under Section 1126(a) of the Bankruptcy Code or otherwisehad been granted an irrevocable power of attorney by the other agent’s Claimholders.9.15 Indenture Protections. In connection with its execution and acting under thisAgreement, the Notes Collateral Agent is entitled to all rights, privileges, protections,immunities, benefits and indemnities provided to it under the Indenture, all of which areincorporated by reference herein mutatis mutandis.[signature pages follow]
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date firstwritten above.      UBS AG, STAMFORD BRANCH,