**WHEREAS**, this Agreement is made by the Pledgors in favor of the Notes Collateral Agent for thebenefit of the Secured Parties to secure payment and performance in full when due on the SecuredObligations; and**WHEREAS**, (1) the Pledgors are the legal and beneficial owners of the Capital Stock describedin Schedule 2 and issued by the entities named therein (such Capital Stock, together with all otherCapital Stock (other than any Excluded Capital Stock) of each Subsidiary owned by any Issuer orany Guarantor (or Person required to become a Guarantor pursuant to Section 4.15 of the Indenture),in each case, formed or otherwise purchased or acquired after the Closing Date (such other CapitalStock, the “After-acquired Shares”), are referred to collectively herein as the“Pledged Shares”), and (2) each of the Pledgors is the legal and beneficial owner of thepromissory notes, chattel paper and instruments evidencing Indebtedness owed to it described inSchedule 2 and issued by the entities named therein (such notes, chattel paper and instruments,together with any other Indebtedness owed to any Pledgor hereafter and, except with respect tointercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amountin excess of the US dollar equivalent (as determined on the date of acquisition of suchIndebtedness) of $5,000,000 (individually) that is owing to any Issuer or any Guarantor (or Personrequired to become a Guarantor pursuant to Section 4.15 of the Indenture) (the “After-acquiredDebt”), are referred to collectively herein as the “Pledged Debt”), in each case assuch Schedule 2 may be amended pursuant hereto or Sections 4.19 and 11.01 of the Indenture.**NOW, THEREFORE**, in consideration of the premises and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, and to induce the NotesCollateral Agent to enter into the Indenture and to induce the Holders to purchase the Notes, thePledgors hereby agree with the Notes Collateral Agent, for the benefit of the Secured Parties, asfollows:1. Defined Terms.(a) Unless otherwise defined herein, terms defined in Section 1.01 of the Indenture and usedherein (including terms used in the preamble and the recitals) shall have the meanings given tothem in the Indenture and all terms defined in the Uniform Commercial Code from time to time ineffect in the State of New York (the “NY UCC”) and not defined herein or in the Indentureshall have the meanings specified therein (and if defined in more than one article of the NY UCC,shall have the meaning specified in Article 9 thereof).(b) The rules of construction and other interpretive provisions specified in the Indentureshall apply to this Agreement, including terms defined in the preamble and recitals hereto.(c) The following terms shall have the following meanings:“After-acquired Debt” shall have the meaning assigned to such term in the recitalshereto.“After-acquired Shares” shall have the meaning assigned to such term in the recitalshereto.
 
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“Agreement” shall have the meaning assigned to such term in the preamble hereto.“Applicable Authorized Representative” shall mean the Trustee (if the Notes constitutea Series of Indebtedness with the greatest outstanding aggregate principal amount) or theAuthorized Representative representing the Series of Indebtedness with the greatest outstandingaggregate principal amount (or accreted value).“Authorized Representative” means any duly authorized representative of any holder ofOther Pari Passu Lien Obligations under any Other Pari Passu Lien Obligations Agreement designatedas “Authorized Representative” for such holder in an Other Pari Passu Lien Secured Party Consentdelivered to the Notes Collateral Agent.“Collateral” shall have the meaning assigned to such term in Section 2 hereto.“Company” shall have the meaning assigned to such term in the preamble hereto.“Event of Default” shall mean an “Event of Default” under and as defined in theIndenture or any Other Pari Passu Lien Obligations Agreement.“Governmental Authority” shall mean the government of the United States, Canada or anyforeign country or any multinational authority, or any state, provincial, territorial or politicalsubdivision thereof, and any entity, body or authority exercising executive, legislative, judicial,regulatory or administrative functions of or pertaining to government, including the PBGC and otherquasi-governmental entities established to perform such functions.“Notes Collateral Agent” shall have the meaning assigned to such term in the recitalshereto.“Notes Documents” has meaning assigned to such term in the Notes Security Agreement.“Notes Obligations” means the collective reference to (i) any principal, interest(including any interest accruing subsequent to the filing of a petition in bankruptcy,reorganization or similar proceeding at the rate provided for in the documentation with respectthereto, whether or not such interest is an allowed claim under applicable state, federal orforeign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursementobligations with respect to letters of credit and bankers’ acceptances), damages and otherliabilities, and guarantees of payment of such principal, interest, penalties, fees,indemnifications, reimbursements, damages and other liabilities owing to the Notes CollateralAgent, the Trustee and the Holders under the Notes, the Indenture and the other Notes Documents andthe due performance and compliance by the Pledgors with all of the terms, conditions and agreementscontained in the Notes, the Indenture and the other Notes Documents; (ii) any and all sums advancedor incurred by the Notes Collateral Agent in accordance with the Indenture or any of the otherNotes Documents in order to preserve the Collateral, preserve its security interest in theCollateral, or in the performance of its duties or obligations under any Notes Document (includingreasonable attorneys’ fees and expenses); and (iii) in the event of any proceedings for thecollection or enforcement of any indebtedness, obligations or liabilities of the Pledgors referredto in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, sellingor otherwise disposing of or realizing on the Collateral, or of any exercise by the NotesCollateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs.
 
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“Notes Priority Collateral” shall have the meaning assigned to such term in theIntercreditor Agreement.“Other Pari Passu Lien Obligations Agreement” shall have the meaning assigned to suchterm in the Intercreditor Agreement.“Other Pari Passu Lien Obligations” shall have the meaning assigned to such term inthe Intercreditor Agreement.“Other Pari Passu Lien Secured Party Consent” means a consent in the form of Annex Bto this Agreement executed by the Authorized Representative of any holders of Other Pari Passu LienObligations pursuant to Section 28 hereof.“Permitted Liens” shall mean any Lien on the Collateral expressly permitted to begranted pursuant to (i) the Indenture, including, without exception, pursuant to the definition of“Permitted Liens” therein and Section 4.12 thereof and (ii) each Other Pari Passu Lien ObligationsAgreement.“Pledged Debt” shall have the meaning assigned to such term in the recitals hereto.“Pledged Shares” shall have the meaning assigned to such term in the recitals hereto.“Pledgors” shall have the meaning assigned to such term in the preamble hereto.“Revolving Collateral Agent” shall have the meaning assigned to such term in theIntercreditor Agreement.“Revolving Loan Documents” shall have the meaning assigned to such term in theIntercreditor Agreement.“Revolving Priority Collateral” shall have the meaning assigned to such term in theIntercreditor Agreement.“Secured Obligations” means the collective reference to the Notes Obligations andOther Pari Passu Lien Obligations.“Secured Parties” means (a) the Holders, (b) the Trustee, (c) the Notes CollateralAgent, (d) the holders of any Other Pari Passu Lien Obligations, (e) any Authorized Representative,(f) the beneficiaries of each indemnification obligation under any Notes Document and (g) thesuccessors and assigns of each of the foregoing.
 
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“Series of Indebtedness” means any Indebtedness (including Indebtedness under theNotes) that constitute Secured Obligations and is represented by a common Authorized Representativeor (in the case of Indebtedness under the Notes) by the Trustee.“Subsidiary Pledgors” shall have the meaning assigned to such term in the preamblehereto.(d) Where the context requires, terms relating to the Collateral or any part thereof, whenused in relation to a Pledgor, shall refer to such Pledgor’s Collateral or the relevant partthereof.2. Grant of Security. As security for the prompt and complete payment when due(whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, eachPledgor hereby transfers, assigns and pledges to the Notes Collateral Agent, for the benefit of theSecured Parties, and hereby grants to the Notes Collateral Agent, for the benefit of the SecuredParties, a security interest in and continuing lien on all of such Pledgor’s right, title andinterest in and to all of the following, whether now owned or anytime hereafter acquired orexisting (collectively, the “Collateral”):(a) the Pledged Shares held by such Pledgor and the certificates, if any, representingsuch Pledged Shares and any interest of such Pledgor, including all interests documented inthe entries on the books of the issuer of the Pledged Shares or any financial intermediarypertaining to the Pledged Shares and all dividends, cash, warrants, rights, instruments andother property or proceeds from time to time received, receivable or otherwise distributedin respect of, or in exchange for, any or all of the Pledged Shares; provided thatthe Pledged Shares under this Agreement shall not include any Excluded Capital Stock and inno event shall the Secured Obligations be secured or purported to be secured by PledgedShares of any Capital Stock of any Foreign Subsidiary or of any Domestic Subsidiary treatedas a disregarded entity for US federal income tax purposes if substantially all of itsassets consist of Capital Stock of one or more Foreign Subsidiaries that are controlledforeign corporations within the meaning of Section 957 of the Code, that is Voting Stock ofsuch Subsidiary in excess of 65% of the outstanding Capital Stock of such class;(b) the Pledged Debt and the instruments evidencing the Pledged Debt owed to suchPledgor, and all payments of principal or interest, cash, instruments and other property orproceeds from time to time received, receivable or otherwise distributed in respect of or inexchange for any or all of such Pledged Debt;(c) all other property that may be delivered to and held by the Notes Collateral Agentpursuant to the terms of this Section 2;(d) subject to Section 8, all rights and privileges of such Pledgor with respect to thesecurities and other property referred to in clauses (a), (b) and (c) above; and
 
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(e) to the extent not covered by clauses (a), (b), (c) and (d) above, respectively, allproceeds of any or all of the foregoing Collateral. For purposes of this Agreement, theterm “proceeds” includes whatever is receivable or received when Collateral orproceeds are sold, exchanged, collected or otherwise disposed of, whether suchdisposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranteepayable to any Pledgor or the Notes Collateral Agent from time to time with respect to anyof the Collateral;provided, however, that notwithstanding any other provision of this Agreement, theCollateral shall not include any Excluded Assets.TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers,privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, forthe benefit of the Secured Parties, forever; subject, however, to the terms, covenants andconditions hereinafter set forth.Notwithstanding anything to the contrary in this Agreement or, any other Notes Documents, theCapital Stock and other securities of any direct or indirect Subsidiary of AMLLC that are owned byAMLLC or any Guarantor will constitute Collateral only to the extent that such Capital Stock andother securities can secure the Notes and/or the Guarantees without Rule 3-10 or Rule 3-16 ofRegulation S-X under the Securities Act (or any other law, rule or regulation) requiring separatefinancial statements of such Subsidiary to be filed with the SEC (or any other governmentalagency). In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Actrequires or is amended, modified or interpreted by the SEC to require (or is replaced with anotherrule or regulation, or any other law, rule or regulation is adopted, which would require) thefiling with the SEC (or any other governmental agency) of separate financial statements of anySubsidiary of the Company due to the fact that such Subsidiary’s Capital Stock and other securitiessecure the Notes and/or the Guarantees, then the Capital Stock and other securities of suchSubsidiary shall automatically be deemed not to be part of the Notes Collateral (but only to theextent necessary to not be subject to such requirement). In such event, the Security Documents maybe amended or modified, without the consent of the Trustee, the Notes Collateral Agent, any Holderof Notes or any holder of Other Pari Passu Lien Obligations, to the extent necessary to release thefirst-priority security interests in the shares of Capital Stock and other securities that are sodeemed to no longer constitute part of the Notes Collateral.In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act isamended, modified or interpreted by the SEC to permit (or is replaced with another rule orregulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’sCapital Stock and other securities to secure the Notes and/or the Guarantees in excess of theamount then pledged without the filing with the SEC (or any other governmental agency) of separatefinancial statements of such Subsidiary, then the Capital Stock and other securities of suchSubsidiary shall automatically be deemed to be a part of the Notes Collateral (but only to theextent necessary to not be subject to any such financial statement requirement). In such event, theSecurity Documents may be amended or modified, without the consent of the Trustee, the NotesCollateral Agent, any Holder of Notes or any holder of Other Pari Passu Lien Obligations, to theextent necessary to subject to the Liens under the Security Documents such additional Capital Stockand other securities.
 
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3. Security for the Secured Obligations. This Agreement secures the full and promptpayment when due (whether at stated maturity, by acceleration or otherwise) of, and theperformance of, all the Secured Obligations; provided that in no event shall theSecured Obligations be secured or purported to be secured by Pledged Shares of any Capital Stock ofany Foreign Subsidiary or of any Domestic Subsidiary treated as a disregarded entity for US federalincome tax purposes if substantially all of its assets consist of Capital Stock of one or moreForeign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 ofthe Code, that is Voting Stock of such Subsidiary in excess of 65% of the outstanding Capital Stockof such class. Without limiting the generality of the foregoing, this Agreement secures thepayment of all amounts that constitute part of the Secured Obligations and would be owed to theNotes Collateral Agent or the Secured Parties under the Notes Documents or Other Pari Passu LienObligations Agreement, as applicable but for the fact that they are unenforceable or not allowabledue to the existence of a bankruptcy, reorganization or similar proceeding involving any Pledgor;provided that in no event shall the Secured Obligations be secured or purported to besecured by Pledged Shares of any Capital Stock of any Foreign Subsidiary or of any DomesticSubsidiary treated as a disregarded entity for US federal income tax purposes if substantially allof its assets consist of Capital Stock of one or more Foreign Subsidiaries that are controlledforeign corporations within the meaning of Section 957 of the Code, that is Voting Stock of suchSubsidiary in excess of 65% of the outstanding Capital Stock of such class.4. Delivery of the Collateral and Filing.(a) Each Pledgor represents and warrants that all certificates or instruments, if any,representing or evidencing the Collateral in existence on the date hereof have been delivered tothe Notes Collateral Agent (or its non-fiduciary agent or designee) in suitable form for transferby delivery or accompanied by duly executed instruments of transfer or assignment in blank;provided that in no event shall any certificates, instruments or transfer of stock powersbe required with respect to the pledge of any Capital Stock of any Foreign Subsidiary. Allcertificates or instruments, if any, representing or evidencing the Collateral acquired or createdafter the date hereof shall be promptly (but in any event within thirty days after acquisition orcreation thereof) delivered to and held by or on behalf of the Notes Collateral Agent (or itsnon-fiduciary agent or designee) pursuant hereto and shall be in suitable form for transfer bydelivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank.Subject to the terms of the Intercreditor Agreement, the Notes Collateral Agent shall have theright, at any time after the occurrence and during the continuation of an Event of Default andwithout notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or toregister in the name of the Notes Collateral Agent or any of its nominees any or all of the PledgedShares. After the occurrence and during the continuance of an Event of Default, each Pledgor willpromptly give to the Notes Collateral Agent copies of any notices or other communications receivedby it with respect to Pledged Shares registered in the name of such Pledgor. Subject to the termsof the Intercreditor Agreement, after the occurrence and during the continuance of an Event ofDefault, the Notes Collateral Agent shall have the right to exchange the certificates representingPledged Shares for certificates of smaller or larger denominations for any purpose consistent withthis Agreement. Each delivery of Collateral (including any After-acquired Shares andAfter-acquired Debt) shall be accompanied by a schedule describing the securities theretofore andthen being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a parthereof; provided that the failure to attach any such schedule hereto shall not affect thevalidity of such pledge of such securities. Each schedule so delivered shall supersede any priorschedules so delivered.
 
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(b) Each Pledgor hereby irrevocably authorizes the Notes Collateral Agent at any time and fromtime to time to file in any relevant jurisdiction any initial financing statements with respect tothe Collateral or any part thereof and amendments thereto and continuations thereof that containthe information required by Article 9 of the Uniform Commercial Code of each applicablejurisdiction for the filing of any financing statement or amendment or continuation, includingwhether such Pledgor is an organization, the type of organization and any organizationalidentification number issued to such Pledgor. Such financing statements may describe theCollateral in the same manner as described herein or may contain an indication or description ofcollateral that describes such property in any other manner such as “all assets” or “all personalproperty, whether now owned or hereafter acquired” of such Pledgor or words of similar effect asbeing of an equal or lesser scope or with greater detail. Each Pledgor agrees to provide suchinformation to the Notes Collateral Agent promptly after any such request. Each Pledgor agrees tofurnish the Notes Collateral Agent with written notice as required by Section 4.2 of the NotesPledge Agreement.5. Representations and Warranties. Each Pledgor represents and warrants to the NotesCollateral Agent and each other Secured Party that:(a) Schedule 2 hereto (i) correctly represents as of the date hereof (A) the issuer,the issuer’s jurisdiction of formation, the certificate number, if any, the Pledgor and therecord and beneficial owner, the number and class and the percentage of the issued andoutstanding Capital Stock of such class of all Pledged Shares and (B) the issuer, theissuer’s jurisdiction, the initial principal amount, the Pledgor and holder, date ofissuance and maturity date of all Pledged Debt and (ii) together with the comparableschedule to each supplement hereto, includes, all Capital Stock, debt securities andpromissory notes required to be pledged pursuant to Sections 4.19 and 11.01 of the Indentureand Section 9(b) hereof. Except as set forth on Schedule 2 and except for Excluded CapitalStock, the Pledged Shares represent all of the issued and outstanding Capital Stock of eachclass of Capital Stock in the issuer on the date hereof.(b) Such Pledgor is the legal and beneficial owner of the Collateral pledged orassigned by such Pledgor hereunder free and clear of any Lien, except for the Liens createdby this Agreement, the Revolving Loan Documents and the Notes Documents.(c) (c) As of the date of this Agreement, the Pledged Shares pledged by such Pledgorhereunder have been duly authorized and validly issued and, in the case of Pledged Sharesissued by a corporation, are fully paid and non-assessable.(d) Except for restrictions and limitations imposed by the Intercreditor Agreement, theNotes Documents or any documentation governing Other Pari Passu Lien Obligations, theRevolving Loan Documents or securities laws generally and except as described in theperfection certificate delivered on the date hereof, the Collateral is freely transferableand assignable, and none of the Collateral is subject to any option, right of first refusal,shareholders agreement, charter or by-law provisions or contractual restriction of anynature that might prohibit, impair, delay or otherwise affect the pledge of such Collateralhereunder, the sale or disposition thereof pursuant hereto or the exercise by the NotesCollateral Agent of rights and remedies hereunder.
 
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(e) No consent or approval of any Governmental Authority, any securities exchange orany other Person was or is necessary to the validity of the pledge effected hereby (otherthan such as have been obtained and are in full force and effect).(f) The execution and delivery by such Pledgor of this Agreement and the pledge of theCollateral pledged by such Pledgor hereunder pursuant hereto create a valid and enforceablesecurity interest in such Collateral (in the case of the Capital Stock of ForeignSubsidiaries, to the extent the creation of such security interest in the Capital Stock ofForeign Subsidiaries is governed by the NY UCC) and (i) in the case of certificates orinstruments representing or evidencing the Collateral, upon the earlier of (x) delivery ofsuch Collateral and any necessary indorsements to the extent necessary to the NotesCollateral Agent (or its non-fiduciary agent or designee) in accordance with this Agreementand (y) the filing of financing statements naming each Pledgor as “debtor” and the NotesCollateral Agent as “secured party” and describing the Collateral in the applicable filingoffices, and (ii) in the case of all other Collateral which is capable of being perfected bythe filing of financing statements upon the filing of financing statements naming eachPledgor as “debtor” and the Notes Collateral Agent as “secured party” and describing theCollateral in the applicable filing offices, shall create a perfected security interest insuch Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent thecreation of such security interest in the Capital Stock of Foreign Subsidiaries is governedby the NY UCC), securing the payment of the Secured Obligations, in favor of the NotesCollateral Agent, for the benefit of the Secured Parties, subject to the effects ofbankruptcy, insolvency, fraudulent conveyance, reorganization and other similar lawsrelating to or affecting creditors’ rights generally and general principles of equity(whether considered in a proceeding in equity or law).(g) The pledge effected hereby is effective to vest in the Notes Collateral Agent, forthe benefit of the Secured Parties, the rights of the Notes Collateral Agent in theCollateral as set forth herein.(h) Such Pledgor has full power, authority and legal right to pledge all the Collateralpledged by such Pledgor pursuant to this Agreement and this Agreement constitutes a legal,valid and binding obligation of such Pledgor (in the case of the Capital Stock of ForeignSubsidiaries, to the extent the creation of such security interest in the Capital Stock ofForeign Subsidiaries is governed by the NY UCC), enforceable in accordance with its terms,subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization andother similar laws relating to or affecting creditors’ rights generally and generalprinciples of equity (whether considered in a proceeding in equity or law).(i) The issuers listed on Schedule 2 are the only Subsidiaries of such Pledgor as ofthe Closing Date.(j) The Pledged Debt constitutes all of the outstanding Indebtedness for money borrowedowed to such Pledgor as of the Closing Date and required to be pledged hereunder or pursuantto Sections 4.19 and 11.01 of the Indenture. Such Pledged Debt that constitutesintercompany Indebtedness has been duly authorized, authenticated or issuedand delivered, is the legal, valid and binding obligation of the issuers thereof, isevidenced by an intercompany note (which note has been delivered to the Notes CollateralAgent (or is non-fiduciary agent or designee)) and, as of the date of this Agreement, is notin default.
 
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6. Certification of Limited Liability Company Interests, Limited PartnershipInterests and Pledged Debt.(a) Unless otherwise consented to by the Notes Collateral Agent, Capital Stock required to bepledged hereunder in any Domestic Subsidiary that is organized as a limited liability company orlimited partnership and pledged hereunder shall either (i) be represented by a certificate, and inthe Organizational Documents of such Domestic Subsidiary the applicable Pledgor shall cause theissuer of such interests to elect to treat such interests as a “security” within the meaning ofArticle 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, asapplicable, by including in its organizational documents language substantially similar to thefollowing and, accordingly, such interests shall be governed by Article 8 of the Uniform CommercialCode:“The [partnership/limited liability company] hereby irrevocably elects that all[partnership/membership] interests in the [partnership/limited liability company] shall besecurities governed by Article 8 of the Uniform Commercial Code of [jurisdiction oforganization or formation, as applicable]. Each certificate evidencing[partnership/membership] interests in the [partnership/limited liability company] shall bearthe following legend: “This certificate evidences an interest in [name of[partnership/limited liability company]] and shall be a security for purposes of Article 8of the Uniform Commercial Code.” No change to this provision shall be effective until alloutstanding certificates have been surrendered for cancellation and any new certificatesthereafter issued shall not bear the foregoing legend.”or (ii) not have elected to be treated as a “security” within the meaning of Article 8 of theUniform Commercial Code and shall not be represented by a certificate.(b) Subject to the limitations set forth herein and in Section 11.01 of the Indenture, eachPledgor will cause any Indebtedness (i) for borrowed money (other than intercompany Indebtedness)having an aggregate principal amount in excess of $5,000,000 (individually) owed to it to beevidenced by a duly executed promissory note, which shall be accompanied by instruments of transferwith respect thereto endorsed in blank, that is pledged and delivered to the Revolving CollateralAgent (or its non-fiduciary agent or designee) pursuant to the terms hereof and (ii) of eachBorrower and each of their Restricted Subsidiaries that is owing to any Pledgor to be evidenced byan intercompany note, which shall be accompanied by instruments of transfer with respect theretoendorsed in blank, that is pledged and delivered to the Revolving Collateral Agent (or itsnon-fiduciary agent or designee) pursuant to the terms hereof.7. Further Assurances. Subject to any limitations set forth in the Indenture, eachPledgor agrees that at any time and from time to time, at the expense of such Pledgor, it willexecute or otherwise authorize the filing of any and all further documents, financing statements,agreements and instruments, and take all such further actions (including the filing and recordingof financing statements, fixture filings, mortgages, deeds of trust and other documents),which may be required under any applicable law, or which the Notes Collateral Agent may reasonablyrequest, in order (x) to perfect and protect any pledge, assignment or security interest granted orpurported to be granted hereby (including the priority thereof) or (y) to enable the NotesCollateral Agent to exercise and enforce its rights and remedies hereunder with respect to anyCollateral.
 
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8. Voting Rights; Dividends and Distributions; Etc.(a) So long as no Event of Default shall have occurred and be continuing:(i) Each Pledgor shall be entitled to exercise any and all voting and other consensualrights pertaining to the Collateral or any part thereof for any purpose not prohibited bythe terms of this Agreement, the other Notes Documents or any Other Pari Passu LienObligations Agreement; provided that such voting and other rights shall not beexercised in any manner that could materially and adversely affect the rights inuring to aholder of any Pledged Shares or the rights and remedies of any of the Notes Collateral Agentor the other Secured Parties under this Agreement, the Indenture or any other Notes Documentor the ability of the Secured Parties to exercise the same.(ii) The Notes Collateral Agent shall execute and deliver (or cause to be executed anddelivered) to each Pledgor all such proxies and other instruments as such Pledgor mayreasonably request for the purpose of enabling such Pledgor to exercise the voting and otherrights that it is entitled to exercise pursuant to paragraph (i) above.(b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain anduse, free and clear of the Lien of this Agreement, any and all dividends, distributions,redemptions, principal and interest made or paid in respect of the Collateral to the extent notprohibited by any Security Document; provided, however, that any and all noncashdividends, interest, principal or other distributions that would constitute Pledged Shares orPledged Debt, whether resulting from a subdivision, combination or reclassification of theoutstanding Capital Stock of the issuer of any Pledged Shares or received in exchange for PledgedShares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger,consolidation, acquisition or other exchange of assets to which such issuer may be a party orotherwise, shall be, and shall be forthwith delivered to the Notes Collateral Agent to hold as,Collateral and shall, if received by such Pledgor, be received in trust for the benefit of theNotes Collateral Agent, be segregated from the other property or funds of such Pledgor and beforthwith delivered to the Notes Collateral Agent as Collateral in the same form as so received(with any necessary indorsement).
 
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(c) Subject to the terms of the Intercreditor Agreement, upon written notice to the Pledgorsby the Notes Collateral Agent following the occurrence and during the continuation of an Event ofDefault:(i) all rights of such Pledgor to exercise or refrain from exercising the voting andother consensual rights that it would otherwise be entitled to exercise pursuant to Section8(a)(i) shall cease, and all such rights shall thereupon become vested in the NotesCollateral Agent, which shall thereupon have the sole right to exercise or refrain fromexercising such voting and other consensual rights during the continuation of such Event ofDefault; provided that, unless otherwise directed by the Applicable AuthorizedRepresentative to the extent permitted by the Indenture and any applicable Other Pari PassuLien Obligations Agreement, the Notes Collateral Agent shall have the right from time totime following the occurrence and during the continuation of an Event of Default to permitthe Pledgors to exercise such rights. After all Events of Default have been cured or waivedor otherwise cease to be continuing and the Company has delivered to the Notes CollateralAgent a certificate to that effect, each Pledgor will have the right to exercise the votingand consensual rights that such Pledgor would otherwise be entitled to exercise pursuant tothe terms of Section 8(a)(i) (and the obligations of the Notes Collateral Agent underSection 8(a)(ii) shall be reinstated);(ii) all rights of such Pledgor to receive the dividends, distributions and principaland interest payments that such Pledgor would otherwise be authorized to receive and retainpursuant to Section 8(b) shall cease, and all such rights shall thereupon become vested inthe Notes Collateral Agent, which shall thereupon have the sole right to receive and hold asCollateral such dividends, distributions and principal and interest payments during thecontinuation of such Event of Default. After all Events of Default have been cured orwaived or otherwise cease to be continuing and the Company has delivered to the NotesCollateral Agent a certificate to that effect, the Notes Collateral Agent shall repay toeach Pledgor (without interest) and each Pledgor shall be entitled to receive, retain anduse all dividends, distributions and principal and interest payments that such Pledgor wouldotherwise be permitted to receive, retain and use pursuant to the terms of Section 8(b);(iii) all dividends, distributions and principal and interest payments that arereceived by such Pledgor contrary to the provisions of Section 8(b) shall be received intrust for the benefit of the Notes Collateral Agent, shall be segregated from other propertyor funds of such Pledgor and shall forthwith be delivered to the Notes Collateral Agent asCollateral in the same form as so received (with any necessary indorsements); and(iv) in order to permit the Notes Collateral Agent to receive all dividends,distributions and principal and interest payments to which it may be entitled under Section8(b) above, to exercise the voting and other consensual rights that it may be entitled toexercise pursuant to Section 8(c)(i), and to receive all dividends, distributions andprincipal and interest payments that it may be entitled to under Sections 8(c)(ii) and(c)(iii), such Pledgor shall from time to time execute and deliver to the Notes CollateralAgent, appropriate proxies, dividend payment orders and other instruments as the NotesCollateral Agent may reasonably request.(d) Any notice given by the Notes Collateral Agent to the Pledgors suspending their rightsunder paragraph (c) of this Section 8 (i) may be given by telephone if promptly confirmed inwriting, (ii) may be given to one or more of the Pledgors at the same or different times and (iii)may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (b) of this Section 8 inpart without suspending all such rights (as specified by the Notes Collateral Agent in its sole andabsolute discretion) and without waiving or otherwise affecting the NotesCollateral Agent’s rights to give additional notices from time to time suspending other rightsso long as an Event of Default has occurred and is continuing.
 
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9. Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall:(a) not (i) except as expressly permitted by the Indenture or Other Pari Passu LienObligations Agreement (including pursuant to waivers and consents thereunder), sell orotherwise Dispose of, or grant any option or warrant with respect to, any of the Collateralor (ii) create or suffer to exist any consensual Lien upon or with respect to any of theCollateral, except for the Lien created by this Agreement and the other Security Documentsand the Permitted Liens; provided that in the event such Pledgor sells or otherwisedisposes of assets as permitted by the Indenture (including pursuant to waivers and consentsthereunder) and such assets are or include any of the Collateral, the Notes Collateral Agentshall release such Collateral to such Pledgor free and clear of the Lien created by thisAgreement concurrently with the consummation of such sale in accordance with Section 11.03of the Indenture and with Section 14 hereof;(b) pledge and, if applicable, cause each Domestic Subsidiary required to become aparty hereto to pledge, to the Notes Collateral Agent for the benefit of the SecuredParties, immediately upon acquisition thereof, all After-acquired Shares and After-acquiredDebt required to be pledged pursuant to Sections 4.19 and 11.01 of the Indenture, in eachcase pursuant to a supplement to this Agreement substantially in the form of Annex A heretoor such other form reasonably satisfactory to the Notes Collateral Agent (it beingunderstood that the execution and delivery of such a supplement shall not require theconsent of any Pledgor hereunder and that the rights and obligations of each Pledgorhereunder shall remain in full force and effect notwithstanding the addition of any newSubsidiary Pledgor as a party to this Agreement); and(c) defend its and the Notes Collateral Agent’s title or interest in and to all theCollateral (and in the Proceeds thereof) against any and all Liens (other than the Liencreated by this Agreement and the Permitted Liens), however arising, and any and all Personswhomsoever and, subject to Section 11.03 of the Indenture and Section 14 hereof, to maintainand preserve the Lien and security interest created by this Agreement until the TerminationDate.10. Notes Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints,which appointment is irrevocable and coupled with an interest, the Notes Collateral Agent as suchPledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in thename of such Pledgor or otherwise, to take any action and to execute any instrument, in each caseafter the occurrence and during the continuation of an Event of Default, that the Notes CollateralAgent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement,including to receive, indorse and collect all instruments made pay-able to such Pledgorrepresenting any dividend, distribution or principal or interest payment in respect of theCollateral or any part thereof and to give full discharge for the same.
 
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11. The Notes Collateral Agent’s Duties. The powers conferred on the Notes CollateralAgent hereunder are solely to protect its interest in the Collateral and shall not imposeany duty upon it to exercise any such powers. Except for the safe custody of any Collateralin its possession and the accounting for moneys actually received by it hereunder, the NotesCollateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action withrespect to calls, conversions, exchanges, maturities, tenders or other matters relative to anyPledged Shares, whether or not the Notes Collateral Agent or any other Secured Party has or isdeemed to have knowledge of such matters, or as to the taking of any necessary steps to preserverights against any parties or any other rights pertaining to any Collateral. The Notes CollateralAgent shall be deemed to have exercised reasonable care in the custody and preservation of anyCollateral in its possession if such Collateral is accorded treatment substantially equal to thatwhich the Notes Collateral Agent accords its own property.12. Remedies. Subject to the terms of the Intercreditor Agreement, if any Event ofDefault shall have occurred and be continuing and:(a) The Notes Collateral Agent may exercise in respect of the Collateral, in additionto other rights and remedies provided for herein or otherwise available to it, all therights and remedies of a secured party upon default under the NY UCC (whether or not the NYUCC applies to the affected Collateral) and also may without notice, except as specifiedbelow, sell the Collateral or any part thereof in one or more parcels at public or privatesale, at any exchange broker’s board or at any of the Notes Collateral Agent’s offices orelsewhere, for cash, on credit or for future delivery, at such price or prices and upon suchother terms as the Notes Collateral Agent may deem commercially reasonable irrespective ofthe impact of any such sales on the market price of the Collateral. The Notes CollateralAgent shall be authorized at any such sale (if it deems it advisable to do so) to restrictthe prospective bidders or purchasers of Collateral to Persons who will represent and agreethat they are purchasing the Collateral for their own account for investment and not with aview to the distribution or sale thereof, and, upon consummation of any such sale, the NotesCollateral Agent shall have the right to assign, transfer and deliver to the purchaser orpurchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold theproperty sold absolutely free from any claim or right on the part of any Pledgor, and eachPledgor hereby waives (to the extent permitted by applicable law) all rights of redemption,stay and/or appraisal that it now has or may at any time in the future have under any ruleof law or statute now existing or hereafter enacted. The Notes Collateral Agent or anyother Secured Party shall have the right upon any such public sale, and, to the extentpermitted by applicable law, upon any such private sale, to purchase all or any part of theCollateral so sold, and the Notes Collateral Agent or such other Secured Party may, subjectto (x) the satisfaction in full of all payments due pursuant to Section 12(b)(i) and (y) thesatisfaction of the Secured Obligations in accordance with the priorities set forth inSection 12(b), pay the purchase price by crediting the amount thereof against the SecuredObligations. Each Pledgor agrees that, to the extent notice of sale shall be required bylaw, at least ten days’ notice to such Pledgor of the time and place of any public sale orthe time after which any private sale is to be made shall constitute reasonablenotification. The Notes Collateral Agent shall not be obligated to make any sale ofCollateral regardless of notice of sale having been given. The Notes Collateral Agent mayadjourn any public or private sale from time to time by announcement at the time and placefixed therefor, and such sale may, without
 
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further notice, be made at the time and place towhich it was so adjourned. To the extent permittedby applicable law, each Pledgor hereby waives any claim against the Notes CollateralAgent arising by reason of the fact that the price at which any Collateral may have beensold at such a private sale was less than the price that might have been obtained at apublic sale, even if the Notes Collateral Agent accepts the first offer received and doesnot offer such Collateral to more than one offeree. As an alternative to exercising thepower of sale herein conferred upon it, the Notes Collateral Agent may proceed by a suit orsuits at law or in equity to foreclose this Agreement and to sell the Collateral or anyportion thereof pursuant to a judgment or decree of a court or courts having competentjurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuantto the provisions of this Section 12 shall be deemed to conform to the commerciallyreasonable standards as provided in Section 9 610(b) of the New York UCC or its equivalentin other jurisdictions.(b) Subject to the terms of the Intercreditor Agreement, the Notes Collateral Agentshall apply the proceeds of any collection or sale of the Collateral at any time afterreceipt in accordance with the priority set forth in Section 5.4 of the Security Agreement.Upon any sale of the Collateral by the Notes Collateral Agent (including pursuant to apower of sale granted by statute or under a judicial proceeding), the receipt of the NotesCollateral Agent or of the officer making the sale shall be a sufficient discharge to thepurchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall notbe obligated to see to the application of any part of the purchase money paid over to theNotes Collateral Agent or such officer or be answerable in any way for the misapplicationthereof.(c) The Notes Collateral Agent may exercise any and all rights and remedies of eachPledgor in respect of the Collateral.(d) All payments received by any Pledgor after the occurrence and during thecontinuation of an Event of Default in respect of the Collateral shall be received in trustfor the benefit of the Notes Collateral Agent, shall be segregated from other property orfunds of such Pledgor and shall, subject to the terms of the Intercreditor Agreement, beforthwith delivered to the Notes Collateral Agent (or its non-fiduciary agent or designee)as Collateral in the same form as so received (with any necessary indorsement).(e) If the Notes Collateral Agent shall determine to exercise its right to sell all orany of the Pledged Shares pursuant to this Section 12, each Pledgor recognizes that theNotes Collateral Agent may be unable to effect a public sale of any or all of the PledgedShares, by reason of certain prohibitions contained in the Securities Act and applicablestate securities laws or otherwise, and may be compelled to resort to one or more privatesales thereof to a restricted group of purchasers which will be obliged to agree, amongother things, to acquire such securities for their own account for investment and not with aview to the distribution or resale thereof. Each Pledgor acknowledges and agrees that anysuch private sale may result in prices and other terms less favorable than if such sale werea public sale and, notwithstanding such circumstances, agrees that any such private saleshall be deemed to have been made in a commercially reasonable manner. The Notes CollateralAgent shall be under no obligation to delay a sale of any of the PledgedShares for the period of time necessary to permit the issuer thereof to register suchsecurities for public sale under the Securities Act, or under applicable state securitieslaws, even if such issuer would agree to do so.
 
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(f) If the Notes Collateral Agent determines to exercise its right to sell any or allof the Collateral, upon written request, each Pledgor shall, from time to time, furnish tothe Notes Collateral Agent all such information as the Notes Collateral Agent may reasonablyrequest in order to determine the number of shares and other instruments included in theCollateral which may be sold by the Notes Collateral Agent as exempt transactions under theSecurities Act and rules of the SEC, as the same are from time to time in effect.(g) Subject to the Notes Collateral Agent’s rights under Sections 10 and 12 of thisAgreement and the Notes Documents and whether or not a Default has occurred under theIndenture or under an Other Pari Passu Lien Obligations Agreement or both, and subject tothe terms of the Indenture and any applicable Other Pari Passu Lien Obligations Agreementthe Applicable Authorized Representative may direct the Notes Collateral Agent in exercisingany right or remedy available to the Notes Collateral Agent under this Agreement or anyother Notes Document. No Secured Party (other than the Notes Collateral Agent) shall haveany individual right to pursue any remedies under this Agreement or the other NotesDocuments against any Pledgor.13. Amendments, etc. with Respect to the Secured Obligations; Waiver of Rights.Except for the termination of a Pledgor’s Secured Obligations hereunder as expressly provided inSection 14, each Pledgor shall remain obligated hereunder notwithstanding that, without anyreservation of rights against any Pledgor and without notice to or further assent by any Pledgor,(a) any demand for payment of any of the Secured Obligations made by the Notes Collateral Agent orany other Secured Party may be rescinded by such party and any of the Secured Obligationscontinued, (b) the Secured Obligations, or the liability of any other party upon or for any partthereof, or any collateral security or guarantee therefor or right of offset with respect thereto,may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,compromised, waived, surrendered or released by the Notes Collateral Agent or any other SecuredParty, (c) the Notes Documents and any other documents executed and delivered in connectiontherewith may be amended, modified, supplemented or terminated, in whole or in part, in accordancewith the terms of the applicable Notes Document or Other Pari Passu Lien Obligations Agreement, and(d) any collateral security, guarantee or right of offset at any time held by the Notes CollateralAgent or any other Secured Party for the payment of the Secured Obligations may be sold, exchanged,waived, surrendered or released. Neither the Notes Collateral Agent nor any other Secured Partyshall have any obligation to protect, secure, perfect or insure any Lien at any time held by it assecurity for the Secured Obligations or for this Agreement or any property subject thereto. Whenmaking any demand hereunder against any Pledgor, the Notes Collateral Agent or any other SecuredParty may, but shall be under no obligation to, make a similar demand on the Pledgors (to theextent such demand is in respect of any Secured Obligations owing by the Pledgors) and any failureby the Notes Collateral Agent or any other Secured Party to make any such demand or to collect anypayments from the Pledgors any release of the Pledgors shall not relieve any Pledgor in respect ofwhich a demand or collection is not made or any Pledgor not so released of its several obligationsor liabilities hereunder, andshall not impair or affect the rights and remedies, express or implied, or as a matter of law,of the Notes Collateral Agent or any other Secured Party against any Pledgor. For the purposeshereof “demand” shall include the commencement and continuation of any legal proceedings.
 
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14. Continuing Security Interest; Assignments Under the Security Documents; Release.(a) A Subsidiary Pledgor shall automatically be released from its obligations hereunder andthe pledge of such Subsidiary Pledgor shall be automatically released upon the consummation of anytransaction permitted by the Indenture and any Other Pari Passu Lien Obligations Agreement as aresult of which such Subsidiary Pledgor ceases to be a Restricted Subsidiary of the Company orotherwise becomes an Excluded Subsidiary; provided that the Applicable AuthorizedRepresentative shall have consented to such transaction (to the extent such consent is required bythe Indenture and Other Pari Passu Lien Obligations Agreement) and the terms of such consent didnot provide otherwise.(b) The obligations created hereby securing the Notes Obligations of any Pledgor with respectto such Collateral shall be automatically released and such Collateral transferred free and clearof the Lien and security interests created hereby (i) upon any disposition by such Pledgor of anyCollateral (other than to an Issuer or a Guarantor) to the extent not prohibited under theIndenture or (ii) (automatically or otherwise) as otherwise provided in the Indenture. The SecurityInterest in Collateral created hereby securing Other Pari Passu Lien Obligations shall be releasedon the terms set forth in the Other Pari Passu Lien Obligations Agreement.(c) In connection with any termination or release pursuant to this Section 14, the NotesCollateral Agent shall execute and deliver to any Pledgor or authorize the filing of, at suchPledgor’s expense, all documents that such Pledgor shall reasonably request to evidence suchtermination or release; provided, however, that with respect to the release of anyitem of Collateral pursuant to this Section 14 in connection with any request of evidence oftermination or release made of the Notes Collateral Agent, the Notes Collateral Agent may requestthat the Pledgor deliver a certificate of an Authorized Officer to the effect that the sale ortransfer transaction is in compliance with the Notes Documents. Any execution and delivery ofdocuments pursuant to this Section 14 shall be without recourse to or warranty by the NotesCollateral Agent.15. Reinstatement. This Agreement shall continue to be effective, or be reinstated,as the case may be, if at any time payment, or any part thereof, of any of the Secured Obligationsis rescinded or must otherwise be restored or returned by the Notes Collateral Agent or any otherSecured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of theIssuers or any other Pledgor, or upon or as a result of the appointment of a receiver, intervenoror conservator of, or trustee or similar officer for, the Issuers or any other Pledgor or anysubstantial part of its property, or otherwise, all as though such payments had not been made.16. Notices. All notices, requests and demands pursuant hereto shall be made inaccordance with Section 13.02 of the Indenture. All communications and notices hereunder to anySubsidiary Pledgor shall be given to it in care of the Company at the Company’s address set forthin Section 13.02 of the Indenture.
 
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17. Counterparts. This Agreement may be executed by one or more of the parties tothis Agreement on any number of separate counterparts (including by facsimile or other electronictransmission (i.e., a “pdf” or “tif”)), and all of said counterparts taken together shall be deemedto constitute one and the same instrument. A set of the copies of this Agreement signed by all theparties shall be lodged with the Notes Collateral Agent and the Company.18. Severability. Any provision of this Agreement that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisions hereof, and any suchprohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction. The parties hereto shall endeavor in good-faithnegotiations to replace the invalid, illegal or unenforceable provisions with valid provisions theeconomic effect of which comes as close as possible to that of the invalid, illegal orunenforceable provisions.19. Integration. This Agreement represents the agreement of each of the Pledgors withrespect to the subject matter hereof and there are no promises, undertakings, representations orwarranties by the Notes Collateral Agent or any other Secured Party relative to the subject matterhereof not expressly set forth or referred to herein or in the other Notes Documents.20. Amendments in Writing; No Waiver; Cumulative Remedies.(a) None of the terms or provisions of this Agreement may be waived, amended, supplemented orotherwise modified except by a written instrument executed by the affected Pledgor(s) and the NotesCollateral Agent in accordance with Article 9 of the Indenture and the relevant provisions of eachOther Pari Passu Lien Obligations Agreement.(b) Neither the Notes Collateral Agent nor any other Secured Party shall by any act (except bya written instrument pursuant to Section 20(a) hereof), delay, indulgence, omission or otherwise bedeemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Eventof Default or in any breach of any of the terms and conditions hereof. No failure to exercise, norany delay in exercising, on the part of the Notes Collateral Agent or any other Secured Party, anyright, power or privilege hereunder shall operate as a waiver thereof. No single or partialexercise of any right, power or privilege hereunder shall preclude any other or further exercisethereof or the exercise of any other right, power or privilege. A waiver by the Notes CollateralAgent or any other Secured Party of any right or remedy hereunder on any one occasion shall not beconstrued as a bar to any right or remedy that the Notes Collateral Agent or such other SecuredParty would otherwise have on any future occasion.(c) The rights, remedies, powers and privileges herein provided are cumulative, may beexercised singly or concurrently and are not exclusive of any other rights or remedies provided bylaw.
 
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21. Section Headings. The Section headings used in this Agreement are for convenienceof reference only and are not to affect the construction hereof or be taken into consideration inthe interpretation hereof.22. Successors and Assigns. The provisions of this Agreement shall be binding uponand inure to the benefit of the parties hereto and their respective successors and assigns, exceptthat no Pledgor may assign, transfer or delegate any of its rights or obligations under thisAgreement without the prior written consent of the Notes Collateral Agent, except pursuant to atransaction expressly permitted by the Indenture.**23. ****WAIVER OF JURY TRIAL****. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER CREDITDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.**24. Submission to Jurisdiction; Waivers. Each of the Pledgors herebyirrevocably and unconditionally:(a) submits for itself and its property in any legal action or proceeding relating tothis Agreement, and the other Notes Documents to which it is a party, or for recognition andenforcement of any judgment in respect thereof, to the exclusive general jurisdiction of thecourts of the State of New York, the courts of the United States of America for the SouthernDistrict of New York and appellate courts from any thereof;(b) consents that any such action or proceeding shall be brought in such courts andwaives any objection that it may now or hereafter have to the venue of any such action orproceeding in any such court or that such action or proceeding was brought in aninconvenient court and agrees not to plead or claim the same;(c) agrees that service of process in any such action or proceeding may be effected bymailing a copy thereof by registered or certified mail (or any substantially similar form ofmail), postage prepaid, to such Pledgor at its address referred to in Section 16 or at suchother address of which the Notes Collateral Agent shall have been notified pursuant thereto;(d) agrees that nothing herein shall affect the right of the Notes Collateral Agent orany other Secured Party to effect service of process in any other manner permitted byapplicable law or shall limit the right of the Notes Collateral Agent or any other SecuredParty to sue in any other jurisdiction; and(e) waives, to the maximum extent not prohibited by law, any right it may have to claimor recover in any legal action or proceeding referred to in this Section 24 any special,exemplary, punitive or consequential damages.**25. ****GOVERNING LAW****. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.**
 
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26. Intercreditor Agreement and Indenture Govern. Notwithstanding anything herein tothe contrary, the Liens and security interests granted to the Notes Collateral Agent, for thebenefit of the Secured Parties, pursuant to this Agreement and the exercise of any right orremedy by the Notes Collateral Agent and the other Secured Parties hereunder, in each case,with respect to the Revolving Priority Collateral and the “Revolving Liens” (as such term isdefined in the Intercreditors Agreement) are subject to the provisions of the IntercreditorAgreement. In the event of any conflict or inconsistency between the provisions of theIntercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral andthe Revolving Liens, the provisions of the Intercreditor Agreement shall control. Subject to thepreceding sentence, in the event of any conflict between the terms of this Agreement and theIndenture, as among the Grantors, the Notes Collateral Agent, the Trustee and the Holders of theNotes, the Indenture shall prevail.27. Obligations of Pledgors. Notwithstanding anything herein to the contrary, priorto the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement), so long asthe Revolving Collateral Agent pursuant to the Senior Credit Agreement is acting as bailee andnon-fiduciary agent for perfection on behalf of the Notes Collateral Agent pursuant to the terms ofthe Intercreditor Agreement, any obligation of any Pledgor in this Agreement that requires (or anyrepresentation or warranty hereunder to the extent that it would have the effect of requiring) (i)delivery of Collateral to, or the possession or control of Collateral with, the Notes CollateralAgent shall be deemed complied with and satisfied (or, in the case of any representation orwarranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or suchpossession or control of Collateral is with, the Revolving Collateral Agent pursuant to theRevolving Loan Documents or (ii) other than with respect to any releases of Liens on anyCollateral, the consent of the Notes Collateral Agent regarding Revolving Priority Collateral shallnot be unreasonably withheld or delayed to the extent the Revolving Collateral Agent has given suchconsent.
 
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28. Other Pari Passu Lien Obligations. On or after the date hereof and so long asexpressly permitted by the Indenture and any Other Pari Passu Lien Obligations Agreement thenoutstanding, the Company may from time to time designate Indebtedness at the time of incurrence tobe secured on a *pari passu*basis with the Notes Obligations as Other Pari Passu Lien Obligationshereunder by delivering to the Notes Collateral Agent and each Authorized Representative (a) acertificate signed by an Officer of the Company (i) identifying the obligations so designated andthe initial aggregate principal amount or face amount thereof, (ii) stating that such obligationsare designated as Other Pari Passu Lien Obligations for purposes hereof, (iii) representing thatsuch designation of such obligations as Other Pari Passu Lien Obligations complies with the termsof the Indenture and any Other Pari Passu Lien Obligations Agreement then outstanding and (iv)specifying the name and address of the Authorized Representative for such obligations and (b) afully executed Other Pari Passu Lien Secured Party Consent (in the form attached as Annex4). Each Authorized Representative agrees that upon the satisfaction of all conditions setforth in the preceding sentence, the Notes Collateral Agent shall act as agent under this Agreementfor the Authorized Representative and the holders of such Other Pari Passu Lien Obligations and ascollateral agent for the benefit of all Secured Parties, including without limitation, any SecuredParties that hold any such Other Pari Passu Lien Obligations, and each Authorized Representativeagrees to the appointment, and acceptance of the appointment, of the Notes Collateral Agent for theAuthorized Representative and the holders of such Other Pari Passu Lien Obligations as set forth ineach Other Pari Passu Lien Secured Party Consent and agrees, on behalf of itself and each SecuredParty it represents, to be bound by this Agreement, the Other Pari Passu Lien Secured PartyConsent, and the Intercreditor Agreement.[*Signature Pages Follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed anddelivered by its duly authorized officer as of the day and year first above written.      ASSOCIATED MATERIALS, LLC,