Exhibit 10.39  EXECUTION VERSION  SECURITY AGREEMENT  Dated February 22, 2007  From  The Grantors referred to herein  as Grantors  to  Deutsche Bank Trust Company Americas  as Collateral Agent


TA  B  L  E  O  F  C  O  N  T  E
  N  T  SSection
  
  PageSection 1. Grant of Security
  
  2Section 2. Security for Obligations
  
  7Section 3. Grantors Remain Liable
  
  7Section 4. Delivery and Control of Security Collateral
  
  8Section 5. Maintaining the Account Collateral
  
  9Section 6. Representations and Warranties
  
  9Section 7. Further Assurances
  
  14Section 8. As to Equipment and Inventory
  
  15Section 9. Insurance
  
  15Section 10. Post-Closing Changes; Collections on Receivables and
  Related Contracts
  
  16Section 11. As to Intellectual Property Collateral
  
  17Section 12. Voting Rights; Dividends; Etc.
  
  19Section 13. As to Letter-of-Credit Rights
  
  20Section 14. Commercial Tort Claims
  
  20Section 15. Transfers and Other Liens; Additional Shares
  
  20Section 16. Collateral Agent Appointed Attorney in Fact
  
  21Section 17. Collateral Agent May Perform
  
  21Section 18. The Collateral Agents Duties
  
  21Section 19. Remedies
  
  22Section 20. Indemnity and Expenses
  
  24Section 21. Amendments; Waivers; Additional Grantors; Etc.
  
  25Section 22. Notices, Etc.
  
  25Section 23. Continuing Security Interest
  
  26Section 24. Release; Termination
  
  26Section 25. Intercreditor
  
  26  i


Section 26. Execution in Counterparts
  
  27Section 27. Governing Law
  
  27Section 28. Jurisdiction, Etc.
  
  27Section 29. Waiver of Jury Trial
  
  27  SchedulesSchedule I
  -
  Investment
  PropertySchedule II
  -
  Pledged Deposit
  AccountsSchedule III
  -
  Intellectual
  PropertySchedule IV
  -
  Commercial Tort
  ClaimsSchedule V
  -
  Location, Chief
  Executive Office, Type of Organization, Jurisdiction of Organization and
  Organizational Identification NumberSchedule VI
  -
  Locations of Equipment
  and InventorySchedule VII
  -
  Letters of
  CreditSchedule VIII
  -
  Post-Closing
  MattersExhibitsExhibit A
  -
  Form of
  Intellectual Property Security AgreementExhibit B
  -
  Form of
  Intellectual Property Security Agreement SupplementExhibit C
  -
  Form of
  Security Agreement Supplement  ii


SECURITY AGREEMENT  SECURITY AGREEMENT
dated February 22, 2007 made by BUILDING MATERIALS CORPORATION OF AMERICA,
a Delaware corporation (the Company), and the other Persons listed on the signature
pages hereof (the Company and the Persons so listed being, collectively,
the Grantors),
to DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA), as collateral agent for the Secured
Parties (as hereinafter defined) and DBTCA in such capacity, and together with
any successor collateral agent appointed pursuant to the Collateral Agency
Agreement (as hereinafter defined), the Collateral Agent).  PRELIMINARY
STATEMENTS.  (1) The Company and certain of its Subsidiaries have entered into
a Term Loan Agreement dated as of February 22, 2007 (as amended, restated,
supplemented, waived or otherwise modified, refinanced or replaced from time to
time, being the Credit
Agreement) with the Lenders and the Agents (each as defined
therein).  (2) The Company is a party to the Revolving Credit Agreement dated
as of February 22, 2007 (as amended, restated, supplemented, waived, or
otherwise modified, refinanced or replaced from time to time, the Revolving Credit Agreement),
among the Company and certain of its Subsidiaries, the lender parties party
thereto from time to time, Deutsche Bank AG New York Branch, as collateral
monitoring agent and administrative agent, swingline lender and letter of
credit issuer, Bear Stearns & Co. Inc., as syndication agent, J.P.
Morgan Securities Inc., as documentation agent, and Deutsche Bank Securities
Inc., Bear Stearns & Co. Inc. and J.P. Morgan Securities Inc., as
joint lead arrangers and joint book managers.  (3) The Company is party to (i) an indenture dated as of October 20,
1997 (as amended, restated, supplemented, waived, or otherwise modified,
refinanced or replaced from time to time, the 2007 Notes Indenture), among the
Company, the Guarantors identified therein and The Bank of New York, as trustee
pursuant to which certain 8% senior notes due 2007 (the 2007 Notes) were
issued; (ii) an indenture dated as of December 3, 1998 (as amended,
restated, supplemented, waived or otherwise modified, refinanced or replaced
from time to time, the 2008
Notes Indenture), among the Company, the Guarantors identified
therein and the Bank of New York, as Trustee pursuant to which certain 8%
senior notes due 2008 (the 2008 Notes) were issued; and (iii) an indenture
dated as of July 26, 2004 (as amended, restated, supplemented, waived, or
otherwise modified, refinanced or replaced from time to time, the 2014 Notes Indenture
and together with the 2007 Notes Indenture and the 2014 Notes Indenture, the Existing Indentures)
among the Company, the Guarantors identified therein and Wilmington Trust
Company, as Trustee, pursuant to which certain 7.75% senior notes (the 2014 Notes and
together with the 2007 Notes and the 2008 Notes, the Existing Notes) were
issued.  (4) The holders of the Existing Notes were party to a certain
Amended and Restated Security Agreement dated July 9, 2003 (as amended,
amended and restated and supplemented or otherwise modified from time to time)
among the Company and certain of the Grantors and Citibank, N.A. as collateral
agent pursuant to which the obligations under the Existing Notes were secured
by certain assets constituting Collateral (as hereinafter defined).


The holders of the
2007 Notes, the holders of the 2008 Notes and the holders of the 2014 Notes
along with the trustees under the Existing Indentures, together with the
Lenders and Agents party to the Credit Agreement and the Hedge Banks shall be
the Secured Parties hereunder.  (5) Deutsche Bank AG New York Branch, as Administrative Agent for
the Lenders and Agents party to the Credit Agreement from time to time, The
Bank of New York, as Trustee under the 2007 Notes Indenture and the 2008 Notes
Indenture, and Wilmington Trust Company, as Trustee under the 2014 Notes
Indenture, the Company and the other Grantors are party to the Collateral
Agency Agreement dated February 22, 2007 (as amended, restated,
supplemented, waived or otherwise modified or replaced from time to time, the Collateral Agency Agreement)
in which, among other things, the parties thereto have appointed DBTCA to act
as Collateral Agent on behalf of the Secured Parties for purposes of this
Agreement, the Revolver Intercreditor Agreement (as hereinafter defined) and
the General Intercreditor Agreement (as hereinafter defined).  (6) Each Grantor is the owner of the shares of stock or other
Equity Interests (the Initial
Pledged Equity) set forth opposite such Grantors name on and
as otherwise described in Part I of Schedule I hereto and issued by the
Persons named therein and of the indebtedness (the Initial Pledged Debt)
set forth opposite such Grantors name on and as otherwise described in Part II
of Schedule I hereto and issued by the obligors named therein.  (7) Each Grantor is the owner of the deposit accounts (the Pledged Deposit Accounts)
set forth opposite such Grantors name on Schedule II hereto.  (8) It is a condition precedent to the making of Term Loan
Advances under the Credit Agreement that the Grantors shall have granted the
security interest contemplated by this Agreement.  Each Grantor will derive substantial direct
and indirect benefit from the transactions contemplated by the Loan Documents.  (9) Terms defined in the Credit Agreement and not otherwise
defined in this Agreement are used in this Agreement as defined in the Credit
Agreement.  Further, unless otherwise
defined in this Agreement or in the Credit Agreement, terms defined in Article 8
or 9 of the UCC (as defined below) are used in this Agreement as such terms are
defined in such Article 8 or 9.  UCC means the
Uniform Commercial Code as in effect from time to time in the State of New
York; provided that, if
perfection or the effect of perfection or non perfection or the priority of the
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, UCC means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non perfection or priority.  NOW, THEREFORE, in
consideration of the premises, and in order to induce the Lenders to make the
Term Loan Advances under the Credit Agreement and to induce the Hedge Banks to
enter into Secured Hedge Agreements from time to time each Grantor hereby
agrees with the Collateral Agent for the ratable benefit of the Secured Parties
as follows:  Section 1. Grant
of Security.  Each Grantor hereby
grants to the Collateral Agent, for the ratable benefit of the Secured Parties,
a security interest in such Grantors right, title and  2


interest in and to the following, in each case, as to each type of
property described below, whether now owned or hereafter acquired by such
Grantor, wherever located, and whether now or hereafter existing or arising
(collectively, the Collateral):  (a) all
equipment in all of its forms, including, without limitation, all machinery,
tools, motor vehicles, furniture and fixtures, and all parts thereof and all
accessions thereto, including, without limitation, computer programs and
supporting information that constitute equipment within the meaning of the UCC
(any and all such property being the Equipment);  (b) all
inventory in all of its forms, including, without limitation, (i) all raw
materials, work in process, finished goods and materials used or consumed in
the manufacture, production, preparation or shipping thereof, (ii) goods
in which such Grantor has an interest in mass or a joint or other interest or
right of any kind (including, without limitation, goods in which such Grantor
has an interest or right as consignee) and (iii) goods that are returned
to or repossessed or stopped in transit by such Grantor), and all accessions
thereto and products thereof and documents therefor, including, without
limitation, computer programs and supporting information that constitute
inventory within the meaning of the UCC (any and all such property being the Inventory);  (c) all
accounts, chattel paper (including, without limitation, tangible chattel paper
and electronic chattel paper), instruments (including, without limitation,
promissory notes), deposit accounts, letter-of-credit rights, general
intangibles (including, without limitation, payment intangibles) and other obligations
of any kind, whether or not arising out of or in connection with the sale or
lease of goods or the rendering of services and whether or not earned by
performance, and all rights now or hereafter existing in and to all supporting
obligations and in and to all security agreements, mortgages, Liens, leases,
letters of credit and other contracts securing or otherwise relating to the
foregoing property (any and all of such accounts, chattel paper, instruments,
deposit accounts, letter-of-credit rights, general intangibles and other
obligations, to the extent not referred to in clause (d), (e) or (f) below,
being the Receivables, and any and all such supporting obligations, security
agreements, mortgages, Liens, leases, letters of credit and other contracts
being the Related
Contracts);  (d) all
precious metals, including without limitation, platinum and rhodium, (any and
all such Property being the Precious
Metals) used in
the production of Inventory;  (e) the
following (the Security
Collateral):  (i)            the
Initial Pledged Equity and the certificates, if any, representing the Initial
Pledged Equity, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Initial  3


Pledged
Equity and all warrants, rights or options issued thereon or with respect
thereto;  (ii)           the
Initial Pledged Debt and the instruments, if any, evidencing the Initial
Pledged Debt, and all interest, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Initial Pledged Debt;  (iii)          all
additional shares of stock and other Equity Interests from time to time
acquired by such Grantor in any manner (such shares and other Equity Interests,
together with the Initial Pledged Equity, being the Pledged Equity), and the certificates, if any, representing such
additional shares or other Equity Interests, and all dividends, distributions,
return of capital, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares or other Equity Interests and all warrants, rights or
options issued thereon or with respect thereto;  (iv)          all
additional indebtedness from time to time owed to such Grantor  (such indebtedness, together with the Initial
Pledged Debt, being the Pledged
Debt) and the
instruments, if any, evidencing such indebtedness, and all interest, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
indebtedness;  (v)           any
securities account (the Securities
Account), any collateral account (the Collateral Account), all security entitlements with
respect to all financial assets from time to time credited to the Securities
Account or the Collateral Account, and all financial assets, and all dividends,
distributions, return of capital, interest, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such security entitlements or
financial assets and all warrants, rights or options issued thereon or with
respect thereto; and  (vi)          all
other investment property (including, without limitation, all (A) securities,
whether certificated or uncertificated, (B) security entitlements, (C) securities
accounts, (D) commodity contracts and (E) commodity accounts) in
which such Grantor has now, or acquires from time to time hereafter, any right,
title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends,
distributions, return of capital, interest, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such investment property and all
warrants, rights or options issued thereon or with respect thereto;  (f) the
following (collectively, the Account Collateral):  4


(i)            the
Pledged Deposit Accounts, the Collateral Account and all funds and financial
assets from time to time credited thereto (including, without limitation, all
Cash Equivalents), and all certificates and instruments, if any, from time to
time representing or evidencing the Pledged Deposit Accounts or the Collateral
Account;  (ii)           all
promissory notes, certificates of deposit, checks and other instruments from
time to time delivered to or otherwise possessed by the Collateral Agent for or
on behalf of such Grantor in substitution for or in addition to any or all of
the then existing Account Collateral; and  (iii)          all
interest, dividends, distributions, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the then existing Account Collateral; and  (g) the
following (collectively, the Intellectual Property Collateral):  (i)            all
patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements
thereto (Patents);  (ii)           all
trademarks, service marks, domain names, trade dress, logos, designs, slogans,
trade names, business names, corporate names and other source identifiers,
whether registered or unregistered (provided that no security interest shall be
granted in United States intent-to-use trademark applications to the extent
that, and solely during the period in which, the grant of a security interest
therein would impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together, in each case, with the
goodwill symbolized thereby (Trademarks);  (iii)          all
copyrights, including, without limitation, copyrights in Computer Software (as
hereinafter defined), internet web sites and the content thereof, whether
registered or unregistered (Copyrights);  (iv)          all
computer software, programs and databases (including, without limitation,
source code, object code and all related applications and data files), firmware
and documentation and materials relating thereto, together with any and all
maintenance rights, service rights, programming rights, hosting rights, test
rights, improvement rights, renewal rights and indemnification rights and any
substitutions, replacements, improvements, error corrections, updates and new
versions of any of the foregoing (Computer Software);  (v)           all
confidential and proprietary information, including, without limitation,
know-how, trade secrets, manufacturing and production processes and techniques,
inventions, research and development information, databases and data,
including, without limitation, technical data, financial, marketing and
business data, pricing and cost information, business and marketing plans and
customer and supplier lists and information (collectively, Trade Secrets), and  5


all
other intellectual, industrial and intangible property of any type, including,
without limitation, industrial designs and mask works;  (vi)          all
registrations and applications for registration for any of the foregoing,
including, without limitation, those registrations and applications for
registration set forth in Schedule III hereto, together with all reissues,
divisions, continuations, continuations-in-part, extensions, renewals and
reexaminations thereof ((i)-(vi) collectively, IP Rights);  (vii)         all
tangible embodiments of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto throughout
the world and all other rights of any kind whatsoever of such Grantor accruing
thereunder or pertaining thereto;  (viii)        all
agreements, permits, consents, orders and franchises relating to the license,
development, use or disclosure of any of the foregoing to which such Grantor,
now or hereafter, is a party or a beneficiary, including, without limitation,
the agreements set forth in Schedule III hereto (IP Agreements); and  (ix)           any
and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to sue
for and collect, or otherwise recover, such damages;  (h) the
commercial tort claims described in Schedule IV hereto (together with any
commercial tort claims as to which the Grantors have complied with the
requirements of Section 15, the Commercial Tort Claims Collateral);  (i) all
books and records (including, without limitation, customer lists, credit files,
printouts and other computer output materials and records) of such Grantor
pertaining to any of the Collateral; and  (j) all
proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral (including, without limitation, proceeds,
collateral and supporting obligations that constitute property of the types
described in clauses (a) through (i) of this Section 1) and, to
the extent not otherwise included, all (A) payments under insurance
(whether or not the Collateral Agent is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damage to or
otherwise with respect to any of the foregoing Collateral, and (B) cash
(any and all such property being the Proceeds).  Notwithstanding
anything herein to the contrary, in no event shall the Collateral include, and
no Grantor shall be deemed to have granted a security interest in, (a) any
Intellectual Property Collateral, if the grant of such security interest shall
constitute or result in the abandonment, invalidation or rendering
unenforceable any right, title or interest of such Grantor therein; (b) in
any license, contract or agreement to which such Grantor is a party or any of
its rights or  6


interests
thereunder, including, without limitation, with respect to any pledged
partnership interests or any pledged limited liability company interests, to
the extent, but only to the extent, that such a grant would, under the terms of
such license, contract or agreement (including, without limitation, any
partnership agreements or any limited liability company agreements), or
otherwise, is prohibited by or result in a breach or termination of the terms
of, or constitute a default under or termination of any such license, contract
or agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Section 9-406 of the UCC (or any successor
provision) of any relevant jurisdiction or any other applicable law (including
the Bankruptcy Code) or principles of equity) or would otherwise constitute a
violation of law, regulation or policy; provided, however, that immediately upon the ineffectiveness, lapse or
termination of any such provision, the Collateral shall include, and each
Grantor shall be deemed to have granted a security interest in, all such rights
and interests as if such provision had never been in effect; (c) in any of
the outstanding capital stock of a controlled foreign corporation as defined
in the Internal Revenue Code of 1986, as amended from time to time (each, a Controlled Foreign Corporation), in
excess of 65% of the voting power of all classes of capital stock of such
controlled foreign corporation entitled to vote; (d) the Chester
Equipment; or (e) all equipment and other property to the extent, but only
to the extent, that such a grant would, under the terms of any contract or
agreement to which such Grantor is a party in connection with certain
industrial revenue obligations, be prohibited by or would otherwise result in a
breach or termination of the terms of, or constitute a default under or
termination of any such contract or agreement or would otherwise constitute a
violation of law, regulation or policy; provided, however, that immediately upon the ineffectiveness, lapse or
termination of any such provision precluding the grant of security interest on
such property, the Collateral shall include, and each Grantor shall be deemed
to have granted a security interest in, all such rights and interests as if
such provision had never been in effect.  Section 2. Security
for Obligations.  This Agreement
secures, in the case of each Grantor, the payment of all Obligations of such
Grantor now or hereafter existing under the Loan Documents and the Existing
Indentures, whether direct or indirect, absolute or contingent, and whether for
principal, reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise (all
such Obligations being the Secured Obligations). 
Without limiting the generality of the foregoing, this Agreement
secures, as to each Grantor, the payment of all amounts that constitute part of
the Secured Obligations and would be owed by such Grantor to any Secured Party
under the Loan Documents or the Existing Indentures but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving a Loan Party.  Section 3. Grantors
Remain Liable.  Anything herein to
the contrary notwithstanding, (a) each Grantor shall remain liable under
the contracts and agreements included in such Grantors Collateral to the
extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the
exercise by the Collateral Agent of any of the rights hereunder shall not
release any Grantor from any of its duties or obligations under the contracts
and agreements included in the Collateral and (c) no Secured Party shall
have any obligation or liability under the contracts and agreements included in
the Collateral by reason of this Agreement or any other Loan Document or the
Existing Indentures, nor shall any Secured Party be obligated to perform any of
the obligations or  7


duties of any Grantor thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.  Section 4. Delivery
and Control of Security Collateral.  (a) All
certificates or instruments representing or evidencing Security Collateral
shall be delivered to and held by or on behalf of the Collateral Agent pursuant
hereto and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance reasonably satisfactory to the Collateral Agent.  The Collateral Agent shall have the right at
any time to exchange certificates or instruments representing or evidencing
Security Collateral for certificates or instruments of smaller or larger
denominations.  (b) With respect to any Security Collateral that constitutes an
uncertificated security, if requested by the Collateral Agent, the relevant
Grantor will cause the issuer thereof either (i) to register the
Collateral Agent as the registered owner of such security or (ii) to agree
with such Grantor and the Collateral Agent that such issuer will comply with
instructions with respect to such security originated by the Collateral Agent
without further consent of such Grantor, such agreement to be in form and
substance reasonably satisfactory to the Collateral Agent (such agreement being
an Uncertificated Security Control Agreement).  (c) With respect to the Securities Account, the Collateral Account
and any Security Collateral that constitutes a security entitlement as to which
the financial institution acting as Collateral Agent hereunder is not the
securities intermediary, if reasonably requested by the Collateral Agent, the
relevant Grantor will cause the securities intermediary with respect to such
Account or security entitlement either (i) to identify in its records the
Collateral Agent as the entitlement holder thereof or (ii) to agree with
such Grantor and the Collateral Agent that such securities intermediary will
comply with entitlement orders originated by the Collateral Agent without
further consent of such Grantor, such agreement to be in form and substance
reasonably satisfactory to the Collateral Agent (a Securities Account Control Agreement or Securities/Deposit Account Control Agreement,
respectively).  (d) During the continuance of an Event of Default, the Collateral
Agent shall have the right, at any time and without notice to any Grantor, to
transfer to or to register in the name of the Collateral Agent or any of its
nominees any or all of the Security Collateral, subject only to the revocable
rights specified in Section 12(a). 
In addition, during the continuance of an Event of Default, the
Collateral Agent shall have the right at any time to convert Security
Collateral consisting of financial assets credited to the Securities Account or
the Collateral Account to Security Collateral consisting of financial assets
held directly by the Collateral Agent, and to convert Security Collateral
consisting of financial assets held directly by the Collateral Agent to
Security Collateral consisting of financial assets credited to the Securities
Account or the Collateral Account.  (e) Upon the reasonable request of the Collateral Agent following
the occurrence and during the continuance of an Event of Default, each Grantor
will notify each issuer of Security Collateral granted by it hereunder that
such Security Collateral is subject to the security interest granted
hereunder.  For purposes hereof, an Event of Default means an Event of
Default as defined in the Credit Agreement or the Existing Indentures.  8


Section 5. Maintaining
the Account Collateral.  Subject to
the rights of the Collateral Monitoring Agent under the Revolving Credit
Agreement, the Security Agreement (as defined in the Revolving Credit
Agreement, the Revolver Security Agreement)
and the Revolver Intercreditor Agreement (as hereinafter defined), so long as
any Term Loan Advance or any other Obligation (other than contingent
obligations) of any Loan Party under any Loan Document or any Existing
Indenture shall remain unpaid or any Lender shall have any Term Loan
Commitment:  (a) Each
Grantor will maintain deposit accounts only with the financial institution
acting as Collateral Agent hereunder or with a bank (a Pledged Account Bank) that has agreed with such Grantor and the Collateral Agent
to comply with instructions originated by the Collateral Agent directing the
disposition of funds in such deposit account without the further consent of
such Grantor, such agreement to be in form and substance satisfactory to the
Collateral Agent (a Deposit
Account Control Agreement);provided,however, this Section 5(a) shall not apply to deposit
accounts (i) in which all funds therein are swept on a daily basis and
only to another deposit account over which there is in effect a Deposit Account
Control Agreement or (ii) operated solely as a payroll account, provided, that no funds or investments in
excess of $10,000,000 shall at any time be on deposit in the payroll accounts
in the aggregate; provided, further, however,
the Company shall have forty-five days (unless otherwise agreed by the
Administrative Agent) from the Closing Date to comply with this requirements of
this Section 5.  (b) Subject
to Section 5(a), each Grantor shall instruct all of its account debtors to
remit all payments to (i) the applicable P.O. Boxes or Lockbox
Addresses of the applicable Pledged Account Banks with respect to all accounts
of such account debtor, which remittances shall be collected by the applicable
Pledged Account Banks and deposited into the applicable Pledged Deposit Account
or (ii) any other deposits accounts in which all funds therein are swept
on a daily basis and only to another deposit account over which there is in
effect a Deposit Account Control Agreement.  (c) During
the continuance of an Event of Default, upon notice from the Administrative
Agent or the respective trustee under the respective Existing Indenture, upon
the terms and subject to the conditions set forth in the Deposit Account
Control Agreement, all amounts held in all of the Pledged Deposit Accounts by
the Grantors shall be wired by the close of business on each Business Day into
an account with the Collateral Agent (the Concentration Account) and all collected
amounts held in the Concentration Account shall be applied as provided in Section 19.  Section 6. Representations
and Warranties.  Each Grantor
represents and warrants as follows:  (a) Such
Grantors exact legal name, location, chief executive office, type of
organization, jurisdiction of organization and organizational  9


identification
number is set forth in Schedule V hereto. 
Such Grantor has no trade names other than as listed on Schedule III
hereto.  (b) Such
Grantor is the legal and beneficial owner of the Collateral granted or
purported to be granted by it free and clear of any Lien, claim, option or
right of others, except for the security interest created under this Agreement
or permitted under the Credit Agreement and the Existing Indentures.  No effective financing statement or other
instrument similar in effect covering all or any part of such Collateral or
listing such Grantor or any trade name of such Grantor as debtor is on file in
any recording office, except such as may have been filed in favor of the
Collateral Agent relating to the Loan Documents and the Existing Indentures or
as otherwise permitted under the Credit Agreement and the Existing Indentures.  (c) All
of the Equipment and Inventory of such Grantor are located at the places
specified therefor in Schedule VI hereto.  (d) None
of the Receivables is evidenced by a promissory note or other instrument that
has not been delivered to the Collateral Agent or the Collateral Monitoring
Agent under the Revolving Security Agreement.  (e) If
such Grantor is an issuer of Security Collateral, such Grantor confirms that it
has received notice of the security interest granted hereunder.  (f) The
Pledged Equity pledged by such Grantor and issued by a Grantor hereunder has
been duly authorized and validly issued and is fully paid and non
assessable.  To the best knowledge of
such Grantor, the Pledged Equity pledge by such Grantor issued by a non-Grantor
has been duly authorized and validly issued and is fully paid or
non-assessable.  The Pledged Debt pledged
by such Grantor hereunder and issued by a Grantor has been duly authorized,
authenticated or issued and delivered, is the legal, valid and binding
obligation of the issuer thereof, is evidenced by one or more promissory notes
(which promissory notes have been delivered to the Collateral Agent) and such
issuer is not in default under the terms of such Pledged Debt.  To the best knowledge of such Grantor, the
Pledged Debt pledged by such Grantor issued by a non-Grantor has been duly authorized,
authenticated or issued and delivered, is the legal, valid and binding
obligation of the issuers thereof, is evidenced by one or more promissory notes
(which promissory notes have been delivered to the Collateral Agent) and such
issuer is not in default under the terms of such Pledged Debt.  (g) The
Initial Pledged Equity pledged by such Grantor constitutes the percentage of
the issued and outstanding Equity Interests of the issuers thereof indicated on
Schedule I hereto.  The Initial Pledged
Debt constitutes all of the outstanding indebtedness owed to such Grantor by
the issuers thereof and is outstanding in the principal amount indicated on
Schedule I hereto.  10


(h) Such
Grantor has no investment property, other than the investment property listed
on Schedule I hereto and additional investment property as to which such
Grantor has complied with the requirements of Section 4.  (i) Such
Grantor has no deposit accounts, other than the Pledged Deposit Accounts listed
on Schedule II hereto and additional Pledged Deposit Accounts as to which such
Grantor has complied with the applicable requirements of Section 5.  (j) Such
Grantor is not a beneficiary or assignee under any letter of credit, other than
the letters of credit described in Schedule VII hereto and additional letters
of credit as to which such Grantor has complied with the requirements of Section 13.  (k) This
Agreement creates in favor of the Collateral Agent for the benefit of the
Secured Parties a valid security interest in the Collateral granted by such
Grantor, securing the payment of the Secured Obligations; except for the filing
of financing statements under the UCC or the other filings referred to in
paragraph (l) below, all filings and other actions necessary to perfect
the security interest in the Collateral granted by such Grantor have been duly
made or taken and are in full force and effect; and such security interest is
first priority with the exception of the security interest in the Revolver
Collateral (as defined under the General Intercreditor Agreement (as
hereinafter defined)), which is second priority.  (l) No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for (i) the grant by such Grantor of the security interest
granted hereunder or for the execution, delivery or performance of this
Agreement by such Grantor, (ii) the perfection or maintenance of the
security interest created hereunder (including the first priority nature of
such security interest), except for the filing of financing and continuation
statements under the UCC, which financing statements have been duly filed and
are in full force and effect, actions necessary to obtain control of Collateral
as provided in Sections 9-104, 9-106 and 9-107 of the UCC but excluding actions
necessary to perfect the Collateral Agents security interest with respect to
Collateral evidenced by a certificate of title, and the recordation of the
Intellectual Property Security Agreements referred to in Section 11(f) with
the U.S. Patent and Trademark Office and the U.S. Copyright Office, which
Agreements have been duly recorded and are in full force and effect, and the
actions described in Section 4 with respect to the Security Collateral,
which actions have been taken and are in full force and effect, or (iii) the
exercise by the Collateral Agent of its voting or other rights provided for in
this Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as may be required in connection with the disposition of any
portion of the Security Collateral by laws affecting the offering and sale of
securities generally.  11


(m) The
Inventory that has been produced or distributed by such Grantor has been
produced in compliance with all requirements of applicable law, including,
without limitation, the Fair Labor Standards Act.  (n) As
to itself and its Intellectual Property Collateral:  (i)            The
operation of such Grantors business as currently conducted or as now
contemplated to be conducted and the use of the Intellectual Property
Collateral in connection therewith do not, to such Grantors knowledge,
conflict with, infringe, misappropriate, dilute, misuse or otherwise violate
the intellectual property rights of any third party.  (ii)           Such
Grantor is the exclusive owner of all right, title and interest in and to the
Intellectual Property Collateral, except as set forth on Schedule III(a) hereto,
and is entitled to use all Intellectual Property Collateral subject only to the
terms of the IP Agreements.  (iii)          The
Intellectual Property Collateral set forth on Schedule III hereto includes all
of the patents, patent applications, domain names, trademark registrations and
applications, and copyright registrations and applications owned by such
Grantor and all IP Agreements to which such Grantor is a party or beneficiary
as of the date hereof.  (iv)          The
Intellectual Property Collateral material to the business of the Grantors is
subsisting and has not been adjudged invalid or unenforceable in whole or part,
and to the best of such Grantors knowledge, is valid and enforceable.  Such Grantor is not aware of any uses of any
item of Intellectual Property Collateral that could be expected to lead to such
item becoming invalid or unenforceable.  (v)           As
to each item of Intellectual Property Collateral material to the business of
the Grantors, such Grantor has made or performed all filings, recordings and
other acts and has paid all required fees and taxes to maintain and protect its
interest in each such item of Intellectual Property Collateral in full force
and effect throughout the world, including, without limitation, recordations of
any of its interests in the Patents and Trademarks with the U.S. Patent and
Trademark Office and in corresponding national and international patent
offices, and recordation of any of its interests in the Copyrights with the
U.S. Copyright Office and in corresponding national and international copyright
offices.  Such Grantor has used proper
statutory notice in connection with its use of each patent, trademark and
copyright in the Intellectual Property Collateral material to the business of
the Grantors.  (vi)          No
claim, action, suit, investigation, litigation or proceeding has been asserted
or is pending or, to such Grantors knowledge, threatened against such Grantor (A) based
upon or challenging or seeking to deny or restrict the Grantors rights in or
use of any of the Intellectual Property Collateral material to  12


the
business of the Grantors, (B) to such Grantors knowledge, alleging that
the Grantors rights in or use of the Intellectual Property Collateral or that
any services provided by, processes used by, or products manufactured or sold
by, such Grantor infringe, misappropriate, dilute, misuse or otherwise violate
any patent, trademark, copyright or any other proprietary right of any third
party, or (C) alleging that the Intellectual Property Collateral is being
licensed or sublicensed in violation or contravention of the terms of any
license or other agreement.  To such
Grantors knowledge, no Person is engaging in any activity that infringes,
misappropriates, dilutes, misuses or otherwise violates the Intellectual
Property Collateral or the Grantors rights in or use thereof.  Except as set forth on Schedule III hereto,
such Grantor has not granted any license, release, covenant not to sue,
non-assertion assurance, or other right to any Person with respect to any part
of the Intellectual Property Collateral. 
The consummation of the transactions contemplated by the Transaction
Documents will not result in the termination or impairment of any of the
Intellectual Property Collateral.  (vii)         With
respect to each IP Agreement, to such Grantors knowledge: (A) such IP
Agreement is valid and binding and in full force and effect and represents the
entire agreement between the respective parties thereto with respect to the
subject matter thereof; (B) such IP Agreement will not cease to be valid
and binding and in full force and effect on terms identical to those currently
in effect as a result of the rights and interest granted herein, nor will the
grant of such rights and interest constitute a breach or default under such IP
Agreement or otherwise give any party thereto a right to terminate such IP
Agreement; (C) such Grantor has not received any notice of termination or
cancellation under such IP Agreement; (D) such Grantor has not received any
notice of a breach or default under such IP Agreement, which breach or default
has not been cured; (E) such Grantor has not granted to any other third
party any rights, adverse or otherwise, under such IP Agreement; and (F) neither
such Grantor nor any other party to such IP Agreement is in breach or default
thereof in any material respect, and no event has occurred that, with notice or
lapse of time or both, would constitute such a breach or default or permit
termination, modification or acceleration under such IP Agreement.  (viii)        To
the best of such Grantors knowledge, (A) none of the Trade Secrets of
such Grantor has been used, divulged, disclosed or appropriated to the
detriment of such Grantor for the benefit of any other Person other than such
Grantor; (B) no employee, independent contractor or agent of such Grantor
has misappropriated any trade secrets of any other Person in the course of the
performance of his or her duties as an employee, independent contractor or
agent of such Grantor; and (C) no employee, independent contractor or
agent of such Grantor is in default or material breach of any term of any
employment agreement, non-disclosure agreement, assignment of inventions
agreement or similar agreement or contract relating in any way to the
protection, ownership, development, use or transfer of such Grantors
Intellectual Property Collateral.  13


(ix)           No
Grantor or Intellectual Property Collateral is subject to any outstanding
consent, settlement, decree, order, injunction, judgment or ruling restricting
the use of any Intellectual Property Collateral that is material to the
business of the Grantors or that would impair the validity or enforceability of
such material Intellectual Property Collateral.  (x)            Such
Grantor owns, or possesses the valid right to use, all Intellectual Property
Collateral used in or otherwise necessary to carry on such Grantors business
as currently conducted or as now contemplated to be conducted, all of which
rights shall survive unchanged the consummation of the transactions
contemplated by this Agreement.  There
are no other IP Rights that are material to or necessary for the operation of
the Grantors business or for the continued operation of the Grantors business
immediately after the date hereof in substantially the same manner as operated
prior to the date hereof.  (o) Such
Grantor has no commercial tort claims as of the date hereof other than those
listed in Schedule IV hereto and additional commercial tort claims as to which
such Grantor has complied with the requirements of Section 14.  Section 7. Further
Assurances.  (a)  Each Grantor
agrees that from time to time, at the expense of such Grantor, such Grantor
will promptly execute and deliver, or otherwise authenticate, all further
instruments and documents, and take all further action that may be necessary or
desirable, or that the Collateral Agent may reasonably request, in order to
perfect and protect any pledge or security interest granted or purported to be
granted by such Grantor hereunder or to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral of
such Grantor.  Without limiting the
generality of the foregoing, each Grantor will promptly with respect to
Collateral of such Grantor, at the reasonable request of the Collateral
Agent:  (i) mark conspicuously each
document included in Inventory, each chattel paper included in Receivables,
each Related Contract, and, at the reasonable request of the Collateral Agent,
each of its records pertaining to such Collateral with a legend, in form and
substance reasonably satisfactory to the Collateral Agent, indicating that such
document, chattel paper, Related Contract, or Collateral is subject to the security
interest granted hereby; (ii) if any such Collateral shall be evidenced by
a promissory note or other instrument, deliver and pledge to the Collateral
Agent hereunder such note or instrument duly indorsed and accompanied by duly
executed instruments of transfer or assignment, all in form and substance
satisfactory to the Collateral Agent; (iii) file such financing or
continuation statements, or amendments thereto, and such other instruments or
notices, as may be necessary or desirable, or as the Collateral Agent may
reasonably request, in order to perfect and preserve the security interest
granted or purported to be granted by such Grantor hereunder; and (iv) deliver
to the Collateral Agent evidence that all other actions that the Collateral
Agent may deem reasonably necessary or desirable in order to perfect and
protect the security interest granted or purported to be granted by such
Grantor under this Agreement have been taken.  (b) Each Grantor hereby authorizes the Collateral Agent or its
agent, sub-agent or designee to file one or more financing or continuation
statements, and amendments thereto, including, without limitation, one or more
financing statements indicating that such financing  14


statements
cover all assets or all personal property (or words of similar effect) of such
Grantor, regardless of whether any particular asset described in such financing
statements falls within the scope of the UCC or the granting clause of this
Agreement.  A photocopy or other
reproduction of this Agreement shall be sufficient as a financing statement
where permitted by law.  Each Grantor
ratifies its authorization for the Collateral Agent or its agent, sub-agent or
designee to have filed such financing statements, continuation statements or
amendments filed prior to the date hereof.  (c) Each Grantor will furnish to the Collateral Agent from time to
time statements and schedules further identifying and describing the Collateral
of such Grantor and such other reports in connection with such Collateral as
the Collateral Agent may reasonably request, all in reasonable detail.  Section 8. As
to Equipment and Inventory.  (a) 
Each Grantor will cause its Equipment to be maintained and preserved in the
same condition, repair and working order as when new, ordinary wear and tear
excepted, and will forthwith, or in the case of any loss or damage to any of
such Equipment as soon as practicable after the occurrence thereof, make or
cause to be made all repairs, replacements and other improvements in connection
therewith that are necessary or desirable to such end.  (b) Each Grantor will pay promptly when due all property and other
taxes, assessments and governmental charges or levies imposed upon, and all
claims (including, without limitation, claims for labor, materials and
supplies) against, its Equipment and Inventory, except to the extent payment
thereof is not required by Section 5.01(b) of the Credit Agreement or
Section 4.04 of each of the Existing Indentures.  In producing its Inventory, each Grantor will
comply with the requirements of the Fair Labor Standards Act.  (c) The Collateral Agent acknowledges that each Grantor has
granted to the Revolver Collateral Agent (as defined in the General
Intercreditor Agreement), for use upon the occurrence and during the
continuance of an Event of Default (as defined in the Revolving Credit
Agreement), the irrevocable, non-exclusive right and license to use all present
and future trademarks, trade names, copyrights, patents or technical processes
owned or used by such Grantor that relate to the Revolver Collateral (as
defined in the General Intercreditor Agreement) and any other Collateral
granted by such Grantor as security for the Secured Obligations (as defined in
the Revolver Security Agreement), together with any goodwill associated
therewith, all to the extent necessary to enable the Revolver Collateral Agent
to realize on, and exercise all rights of the Revolver Collateral Agent and the
Lender Parties under the Revolving Credit Agreement in relation to, the
Revolver Collateral.  This right shall
inure to the benefit of all successors, assigns and transferees of the Revolver
Collateral Agent.  Such right and license
shall be granted free of charge, without requirement that any monetary payment
whatsoever be made to such Grantor.  Section 9. Insurance.  (a)  Each Grantor will, at its own
expense, maintain insurance with respect to its Equipment and Inventory in such
amounts, against such risks, in such form and with such insurers consistent
with industry standards.  Subject to the
rights of the Revolver Collateral Agent under the Revolver Security Agreement
and the Revolver Intercreditor Agreement, each policy of each Grantor for
liability insurance shall provide for all  15


losses to be paid on behalf of the Collateral Agent and such Grantor as
their interests may appear.  Subject to
the rights of the Revolver Collateral Agent under the Revolver Security
Agreement and the Revolver Intercreditor Agreement, each such policy shall in
addition (i) name such Grantor and the Collateral Agent as insured parties
thereunder (without any representation or warranty by or obligation upon the
Collateral Agent) as their interests may appear, (ii) contain the
agreement by the insurer that any loss thereunder shall be payable to the
Collateral Agent notwithstanding any action, inaction or breach of
representation or warranty by such Grantor, (iii) provide that there shall
be no recourse against the Collateral Agent for payment of premiums or other
amounts with respect thereto and (iv) provide that at least 10 days prior
written notice of cancellation or of lapse shall be given to the Collateral
Agent by the insurer.  Further, each
Grantor will, at the request of the Collateral Agent, duly execute and deliver
instruments of assignment of such insurance policies to comply with the
requirements of Section 9 and cause the insurers to acknowledge notice of
such assignment.  (b) Reimbursement under any liability insurance maintained by any
Grantor pursuant to this Section 9 may be paid directly to the Person who
shall have incurred liability covered by such insurance.  In case of any loss involving damage to
Equipment or Inventory when subsection (c) of this Section 9 is not
applicable, the applicable Grantor will make or cause to be made the necessary
repairs to or replacements of such Equipment or Inventory, and any proceeds of
insurance properly received by or released to such Grantor shall be used by
such Grantor, except as otherwise permitted by the Credit Agreement, to pay or
as reimbursement for the costs of such repairs or replacements.  (c) So long as no Event of Default shall have occurred and be
continuing, all insurance payments received by the Collateral Agent in
connection with any loss, damage or destruction of any Inventory or Equipment
will be released by the Collateral Agent to the applicable Grantor.  Section 10. Post-Closing
Changes; Collections on Receivables and Related Contracts.  (a)  No Grantor will change its name,
type of organization, jurisdiction of organization or organizational
identification number from those set forth in Section 6(a) of this
Agreement without first giving at least 15 days prior written notice to the
Collateral Agent and taking all action required by the Collateral Agent for the
purpose of perfecting or protecting the security interest granted by this
Agreement.  Each Grantor will hold and
preserve its records relating to the Collateral, including, without limitation,
Related Contracts, and will permit representatives of the Collateral Agent at
any time during normal business hours to inspect and make abstracts from such
records and other documents.  If any
Grantor does not have an organizational identification number and later obtains
one, it will forthwith notify the Collateral Agent of such organizational
identification number.  (b) Except as otherwise provided in this subsection (b), each
Grantor will continue to collect, at its own expense, all amounts due or to
become due such Grantor under the Receivables and Related Contracts.  In connection with such collections, subject
in the case of Receivables and Related Contracts to the rights of the
Collateral Monitoring Agent under the Revolver Security Agreement, such Grantor
may take (and, at the Collateral Agents direction during the continuance of an
Event of Default, will take) such action as such Grantor or the Collateral
Agent may deem necessary or advisable to enforce collection of Receivables and  16


Related
Contracts; provided, however, that the Collateral Agent shall
have the right at any time, upon written instructions of the Required Lender
Representatives (as defined in the Collateral Agency Agreement) upon the
occurrence and during the continuance of an Event of Default and upon written
notice to such Grantor of its intention to do so, to notify the Obligors under
any Receivables and Related Contracts of the assignment of such Receivables and
Related Contracts to the Collateral Agent and to direct such Obligors to make
payment of all amounts due or to become due to such Grantor thereunder directly
to the Collateral Agent and, upon such notification and at the expense of such
Grantor, to enforce collection of any such Receivables and Related Contracts,
to adjust, settle or compromise the amount or payment thereof, in the same
manner and to the same extent as such Grantor might have done, and to otherwise
exercise all rights with respect to such Receivables and Related Contracts,
including, without limitation, those set forth set forth in Section 9-607
of the UCC.  After receipt by any Grantor
of the notice from the Collateral Agent referred to in the proviso to the
preceding sentence, (i) all amounts and proceeds (including, without
limitation, instruments) received by such Grantor in respect of the Receivables
and Related Contracts of such Grantor shall be received in trust for the
benefit of the Collateral Agent hereunder, shall be segregated from other funds
of such Grantor and shall be forthwith paid over to the Collateral Agent in the
same form as so received (with any necessary indorsement) to be deposited in
the Collateral Account and either (A) released to such Grantor so long as
no Event of Default shall have occurred and be continuing or (B) if any
Event of Default shall have occurred and be continuing, applied as provided in Section 20(b) and
(ii) such Grantor will not adjust, settle or compromise the amount or
payment of any Receivable or amount due on any or Related Contract, release
wholly or partly any Obligor thereof or allow any credit or discount
thereon.  No Grantor will permit or
consent to the subordination of its right to payment under any of the Receivables
and Related Contracts to any other indebtedness or obligations of the Obligor
thereof.  Section 11. As
to Intellectual Property Collateral. 
(a)  With respect to each item of its Intellectual Property
Collateral material to the business of the Grantors, each Grantor agrees to
take, at its expense, all reasonable steps, and shall not knowingly omit to do
any act, including, without limitation, in the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain
the validity and enforceability of such Intellectual Property Collateral and
maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue
the registration and maintenance of each patent, trademark, or copyright
registration or application, now or hereafter included in such Intellectual
Property Collateral of such Grantor, including, without limitation, the payment
of required fees and taxes, the filing of responses to office actions issued by
the U.S. Patent and Trademark Office, the U.S. Copyright Office or other
governmental authorities, the filing of applications for renewal or extension,
the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the
filing of divisional, continuation, continuation-in-part, reissue and renewal
applications or extensions, the payment of maintenance fees and the
participation in interference, reexamination, opposition, cancellation,
infringement and misappropriation proceedings. 
No Grantor shall, without the written consent of the Collateral Agent,
discontinue use of or otherwise abandon any Intellectual Property Collateral
material to the business of the Grantors, or abandon any right to file an
application for patent, trademark, or copyright, unless such Grantor shall have
previously determined that such use or the pursuit or maintenance of such
Intellectual Property Collateral is no longer desirable in the conduct of such
Grantors business and that the loss thereof would not be reasonably likely to
have a Material Adverse Effect.  17


(b) Each Grantor agrees promptly to notify the Collateral Agent if
such Grantor becomes aware (i) that any item of the Intellectual Property
Collateral material to the business of the Grantors may have become abandoned,
placed in the public domain, invalid or unenforceable, or of any adverse
determination or development regarding such Grantors ownership or use of any
such Intellectual Property Collateral or its right to register the same or to
keep and maintain and enforce the same, or (ii) of any adverse
determination or the institution of any proceeding (including, without
limitation, the institution of any proceeding in the U.S. Patent and Trademark
Office or any court) regarding any item of the Intellectual Property Collateral
material to the business of the Grantors.  (c) In the event that any Grantor becomes aware that any item of
the Intellectual Property Collateral material to the business of the Grantors
is being infringed or misappropriated by a third party, such Grantor shall
promptly notify the Collateral Agent and shall take all reasonable actions, at
its expense, to protect or enforce such Intellectual Property Collateral,
including, without limitation, suing for infringement or misappropriation and
for an injunction against such infringement or misappropriation.  (d) Each Grantor shall use proper statutory notice in connection
with its use of each item of its Intellectual Property Collateral.  (e) Each Grantor shall take all steps which it or the Collateral
Agent deems reasonable and appropriate under the circumstances to preserve and
protect each item of its Intellectual Property Collateral material to the
business of the Grantors, including, without limitation, maintaining the
quality of any and all products or services used or provided in connection with
any of the material Trademarks, consistent with the quality of the products and
services as of the date hereof, and taking all steps necessary to ensure that
all licensed users of any of the material Trademarks use such consistent
standards of quality.  (f) With respect to its Intellectual Property Collateral, each
Grantor agrees to execute or otherwise authenticate an agreement, in
substantially the form set forth in Exhibit A hereto or otherwise in form
and substance satisfactory to the Collateral Agent (an Intellectual Property Security Agreement), for
recording the security interest granted hereunder to the Collateral Agent in
such Intellectual Property Collateral with the U.S. Patent and Trademark
Office, the U.S. Copyright Office and any other governmental authorities
necessary to perfect the security interest hereunder in such Intellectual
Property Collateral.  (g) Each Grantor agrees that should it obtain an ownership
interest in or license to any item of the type set forth in Section 1(g) that
is not on the date hereof a part of the Intellectual Property Collateral (After-Acquired Intellectual Property) (i) the
provisions of this Agreement shall automatically apply thereto, and (ii) any
such After-Acquired Intellectual Property and, in the case of trademarks, the
goodwill symbolized thereby, shall automatically become part of the
Intellectual Property Collateral subject to the terms and conditions of this
Agreement with respect thereto.  At the
end of each fiscal quarter of the Company, each Grantor shall give prompt
written notice to the Collateral Agent identifying the After-Acquired
Intellectual Property acquired during such fiscal quarter, and such Grantor
shall execute and deliver to the Collateral Agent with such written notice, or
otherwise authenticate, an agreement substantially in the form of Exhibit B
hereto or otherwise in form and substance satisfactory to  18


the
Collateral Agent (an IP Security Agreement
Supplement) covering such After-Acquired Intellectual
Property, which IP Security Agreement Supplement shall be recorded with the
U.S. Patent and Trademark Office, the U.S. Copyright Office and any other
governmental authorities necessary to perfect the security interest hereunder
in such After-Acquired Intellectual Property.  (h) On or prior to a date that is 60 days after the Closing Date,
or such later date as the Administrative Agent may determine, which
determination shall not be unreasonably withheld after any request for
extension by the Company, the Administrative Agent shall receive a certificate
from a Responsible Officer of the Company confirming that all actions set forth
on Schedule VIII have been completed; provided, that,
with respect to any actions to be taken that have not been completed by such
date, the Administrative Agent may determine in its sole reasonable judgment to
waive such actions if it reasonably determines that the cost of completing such
action is excessive in relation to the benefits afforded to the Secured Parties
thereby.  In addition, such Grantor shall
take all commercially reasonable actions to complete the actions set forth on
Schedule VIII as soon as reasonably practical after the Closing Date.  Section 12. Voting
Rights; Dividends; Etc.  (a)  So
long as no Event of Default shall have occurred and be continuing:  (i)            Each Grantor shall be entitled to
exercise any and all voting and other consensual rights pertaining to the
Security Collateral of such Grantor or any part thereof for any purpose.  (ii)           Each Grantor shall be entitled to
receive and retain any and all dividends, interest and other distributions paid
in respect of the Security Collateral of such Grantor if and to the extent that
the payment thereof is not otherwise prohibited by the terms of the Loan
Documents and the Existing Indentures; provided,
however, that any and all
instruments received, receivable or otherwise distributed in respect of, or in
exchange for, any Security Collateral, shall be, and shall be forthwith
delivered to the Collateral Agent to hold as, Security Collateral and shall, if
received by such Grantor, be received in trust for the benefit of the
Collateral Agent, be segregated from the other property or funds of such
Grantor and be forthwith delivered to the Collateral Agent as Security
Collateral in the same form as so received (with any necessary indorsement).  (iii)          The Collateral Agent will execute and
deliver (or cause to be executed and delivered) to each Grantor all such proxies
and other instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the voting and other rights that it is
entitled to exercise pursuant to paragraph (i) above and to receive the
dividends or interest payments that it is authorized to receive and retain
pursuant to paragraph (ii) above.  (b) Upon the occurrence and during the continuance of an Event of
Default:  (i)            All rights of each Grantor (x) to
exercise or refrain from exercising the voting and other consensual rights that
it would otherwise be entitled to exercise pursuant to Section 12(a)(i) shall,
upon notice to such Grantor by the Collateral Agent, cease and (y) to
receive the dividends, interest and other distributions that it would otherwise
be  19


authorized to receive and
retain pursuant to Section 12(a)(ii) shall automatically cease, and
all such rights shall thereupon become vested in the Collateral Agent, which
shall thereupon have the sole right to exercise or refrain from exercising such
voting and other consensual rights and to receive and hold as Security
Collateral such dividends, interest and other distributions.  (ii)           All dividends, interest and other
distributions that are received by any Grantor contrary to the provisions of
paragraph (i) of this Section 12(b) shall be received in trust
for the benefit of the Collateral Agent, shall be segregated from other funds
of such Grantor and shall be forthwith paid over to the Collateral Agent as
Security Collateral in the same form as so received (with any necessary
indorsement).  Section 13. As
to Letter-of-Credit Rights.  (a) 
Each Grantor, by granting a security interest in its Receivables consisting of
letter-of-credit rights to the Collateral Agent, intends to (and hereby does)
assign to the Collateral Agent its rights (including its contingent rights) to
the proceeds of all Related Contracts consisting of letters of credit of which
it is or hereafter becomes a beneficiary or assignee.  (b) Upon the occurrence of an Event of Default, each Grantor will,
promptly upon request by the Collateral Agent, (i) notify (and such
Grantor hereby authorizes the Collateral Agent to notify) the issuer and each
nominated person with respect to each of the Related Contracts consisting of
letters of credit that the proceeds thereof have been assigned to the
Collateral Agent hereunder and any payments due or to become due in respect
thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange
for the Collateral Agent to become the transferee beneficiary of letter of
credit.  Section 14. Commercial
Tort Claims.  Each Grantor will
promptly give notice to the Collateral Agent of any commercial tort claim in
excess of $500,000 that may arise after the date hereof and will immediately
execute or otherwise authenticate a supplement to this Agreement, and otherwise
take all necessary action, to subject such commercial tort claim to the first
priority security interest created under this Agreement.  Section 15. Transfers
and Other Liens; Additional Shares.  (a) 
Each Grantor agrees that it will not (i) sell, assign or otherwise dispose
of, or grant any option with respect to, any of the Collateral, other than
sales, assignments and other dispositions of Collateral, and options relating
to Collateral, permitted under the terms of the Credit Agreement, or (ii) create
or suffer to exist any Lien upon or with respect to any of the Collateral of
such Grantor except for the pledge, assignment and security interest created
under this Agreement and Liens permitted under the Credit Agreement.  (b) Each Grantor
agrees that it will (i) cause each issuer of the Pledged Equity pledged by such
Grantor not to issue any Equity Interests or other securities in respect of or
in substitution for the Pledged Equity issued by such issuer, except to such
Grantor; provided that in respect of any issuer
not directly or indirectly under the control of a Grantor, such Grantor will
use its commercially reasonable efforts to cause such issuer to adhere to the
requirements of clause (i) above and (ii) pledge hereunder, immediately upon
its acquisition (directly or indirectly) thereof, any and all additional Equity
Interests or other securities.  20


Section 16. Collateral
Agent Appointed Attorney in Fact. 
Each Grantor hereby irrevocably appoints the Collateral Agent such
Grantors attorney in fact, with full authority in the place and stead of such
Grantor and in the name of such Grantor or otherwise, from time to time, upon
the occurrence and during the continuance of an Event of Default, to take any
action and to execute any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:  (a) to
obtain and adjust insurance required to be paid to the Collateral Agent
pursuant to Section 9,  (b) to
ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect
of any of the Collateral,  (c) to
receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) or (b) above, and  (d) to
file any claims or take any action or institute any proceedings that the
Collateral Agent may reasonably deem necessary or desirable for the collection
of any of the Collateral or otherwise to enforce the rights of the Collateral
Agent with respect to any of the Collateral.  Section 17. Collateral
Agent May Perform.  If any
Grantor fails during the continuance of an Event of Default to perform any
agreement contained herein, the Collateral Agent may, but without any
obligation to do so and without notice, itself perform, or cause performance
of, such agreement, and the expenses of the Collateral Agent incurred in
connection therewith shall be payable by such Grantor under Section 20.  Section 18. The
Collateral Agents Duties.  (a) 
The powers conferred on the Collateral Agent hereunder are solely to protect
the Secured Parties interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. 
Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Collateral Agent
shall have no duty as to any Collateral, as to ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relative to any Collateral, whether or not any Secured Party has or is
deemed to have knowledge of such matters, or as to the taking of any necessary
steps to preserve rights against any parties or any other rights pertaining to
any Collateral.  The Collateral Agent
shall be deemed to have exercised reasonable care in the custody and preservation
of any Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which it accords its own property.  (b) Anything contained herein to the contrary notwithstanding, the
Collateral Agent may from time to time, when the Collateral Agent deems it to
be necessary, appoint one or more subagents (each a Subagent) for the Collateral Agent
hereunder with respect to all or any part of the Collateral.  In the event that the Collateral Agent so
appoints any Subagent with respect to any Collateral, (i) the assignment
and pledge of such Collateral and the security interest granted in such
Collateral by each Grantor hereunder shall be deemed for purposes of this
Security Agreement to have been made to such Subagent, in addition to the
Collateral Agent,  21


for
the ratable benefit of the Secured Parties, as security for the Secured
Obligations of such Grantor, (ii) such Subagent shall automatically be
vested, in addition to the Collateral Agent, with all rights, powers,
privileges, interests and remedies of the Collateral Agent hereunder with
respect to such Collateral, and (iii) the term Collateral Agent, when
used herein in relation to any rights, powers, privileges, interests and
remedies of the Collateral Agent with respect to such Collateral, shall include
such Subagent; provided, however, that no such Subagent shall be
authorized to take any action with respect to any such Collateral unless and
except to the extent expressly authorized in writing by the Collateral Agent.  Section 19. Remedies.  If any Event of Default shall have occurred
and be continuing:  (a) The
Collateral Agent upon written instructions of the Required Lender
Representatives (as defined in the Collateral Agency Agreement) may exercise in
respect of the Collateral, in addition to other rights and remedies provided
for herein or otherwise available to it, all the rights and remedies of a
secured party upon default under the UCC (whether or not the UCC applies to the
affected Collateral) and also may:  (i) require
each Grantor to, and each Grantor hereby agrees that it will at its expense and
upon request of the Collateral Agent forthwith, assemble all or part of the
Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent
that is reasonably convenient to both parties; (ii) without notice except
as specified below, sell the Collateral or any part thereof in one or more
parcels at public or private sale, at any of the Collateral Agents offices or
elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Collateral Agent may deem commercially reasonable; (iii) occupy
any premises owned or leased by any of the Grantors where the Collateral or any
part thereof is assembled or located for a reasonable period in order to
effectuate its rights and remedies hereunder or under law, without obligation
to such Grantor in respect of such occupation; and (iv) exercise any and
all rights and remedies of any of the Grantors under or in connection with the
Collateral, or otherwise in respect of the Collateral, including, without
limitation, (A) any and all rights of such Grantor to demand or otherwise
require payment of any amount under, or performance of any provision of the
Receivables, the Related Contracts and the other Collateral, (B) withdraw,
or cause or direct the withdrawal, of all funds with respect to the Account
Collateral and (C) exercise all other rights and remedies with respect to
the Receivables, the Related Contracts and the other Collateral, including,
without limitation, those set forth in Section 9-607 of the UCC.  Each Grantor agrees that, to the extent
notice of sale shall be required by law, at least ten days notice to such
Grantor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification.  The Collateral Agent shall not be obligated
to make any sale of Collateral regardless of notice of sale having been
given.  The Collateral Agent may adjourn
any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.  22


(b) Any
cash held by or on behalf of the Collateral Agent and all cash proceeds
received by or on behalf of the Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Collateral Agent, be held by the Collateral Agent
as collateral for, and/or then or at any time thereafter applied (after payment
of any amounts payable to the Collateral Agent pursuant to Section 20) in
whole or in part by the Collateral Agent for the ratable benefit of the Secured
Parties against, all or any part of the Secured Obligations, as set forth in
the Collateral Agency Agreement.  (c) All
payments received by any Grantor under in respect of the Collateral shall be
received in trust for the benefit of the Collateral Agent, shall be segregated
from other funds of such Grantor and shall be forthwith paid over to the
Collateral Agent in the same form as so received (with any necessary
indorsement).  (d) The
Collateral Agent may, without notice to any Grantor except as required by law
and at any time or from time to time, charge, set off and otherwise apply all
or any part of the Secured Obligations against any funds held with respect to
the Account Collateral or in any other deposit account.  (e) The
Collateral Agent may send to each bank, securities intermediary or issuer party
to any Deposit Account Control Agreement, Securities/Deposit Account Control
Agreement, Securities Account Control Agreement or Uncertificated Security
Control Agreement a notice of exclusive control.  (f) In
the event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to
such sale or other disposition shall be included therein, and such Grantor
shall supply to the Collateral Agent or its designee such Grantors know-how
and expertise, and documents and things relating to any Intellectual Property
Collateral subject to such sale or other disposition, and such Grantors
customer lists and other records and documents relating to such Intellectual
Property Collateral and to the manufacture, distribution, advertising and sale
of products and services of such Grantor.  (g) If
the Collateral Agent shall determine to exercise its right to sell all or any
of the Security Collateral of any Grantor pursuant to this Section 19,
each Grantor agrees that, upon request of the Collateral Agent, such Grantor
will, at its own expense:  (i)            execute
and deliver, and cause each issuer of such Security Collateral contemplated to
be sold and the directors and officers thereof to execute and deliver, all such
instruments and documents, and do or cause to be done all such other acts and
things, as may be necessary or, in the reasonable opinion of the Collateral
Agent, advisable to register such Security Collateral under the provisions of
the Securities Act of 1933 (as amended from time to time,  23


the
Securities Act), to use commercially reasonable efforts to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be furnished
and to make all amendments and supplements thereto and to the related
prospectus that, in the opinion of the Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the Securities and Exchange Commission
applicable thereto;  (ii)           use
its commercially reasonable efforts to qualify the Security Collateral under
the state securities or Blue Sky laws and to obtain all necessary
governmental approvals for the sale of such Security Collateral, as requested
by the Collateral Agent;  (iii)          use
commercially reasonable efforts to cause each such issuer of such Security
Collateral to make available to its security holders, as soon as practicable,
an earnings statement that will satisfy the provisions of Section 11(a) of
the Securities Act;  (iv)          provide
the Collateral Agent with such other information and projections as may be
necessary or, in the opinion of the Collateral Agent, advisable to enable the
Collateral Agent to effect the sale of such Security Collateral; and  (v)           do
or use commercially reasonable efforts to cause to be done all such other acts
and things as may be necessary to make such sale of such Security Collateral or
any part thereof valid and binding and in compliance with applicable law.  (h) The
Collateral Agent is authorized, in connection with any sale of the Security
Collateral pursuant to this Section 20, to deliver or otherwise disclose
to any prospective purchaser of the Security Collateral:  (i) any registration statement or
prospectus, and all supplements and amendments thereto, prepared pursuant to
subsection (f)(i) above; (ii) any information and projections
provided to it pursuant to subsection (f)(iv) above; and (iii) any
other information in its possession relating to such Security Collateral.  Section 20. Indemnity
and Expenses.  (a)  Each Grantor
agrees to indemnify, defend and save and hold harmless each Secured Party and
each of their Affiliates and their respective officers, directors, employees,
agents and advisors (each, an Indemnified Party) from and against, and shall pay on
demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party, in
each case arising out of or in connection with or resulting from this Agreement
(including, without limitation, enforcement of this Agreement), except to the
extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Partys gross negligence or willful misconduct.  24


(b) Each Grantor will upon demand pay to the Collateral Agent the
amount of any and all reasonable expenses, including, without limitation, the
reasonable fees and expenses of its counsel and of any experts and agents, that
the Collateral Agent may incur in connection with (i) the administration
of this Agreement, (ii) the custody, preservation, use or operation of, or
the sale of, collection from or other realization upon, any of the Collateral
of such Grantor, (iii) the exercise or enforcement of any of the rights of
the Collateral Agent or the other Secured Parties hereunder or (iv) the
failure by such Grantor to perform or observe any of the provisions hereof.  (c) The obligations of the Grantors under this Section 20
shall survive the termination of the other provisions of this Agreement and the
resignation or removal of the Collateral Agent.  Section 21. Amendments;
Waivers; Additional Grantors; Etc.  (a) 
No amendment or waiver of any provision of this Agreement, and no consent to
any departure by any Grantor herefrom, shall in any event be effective unless
the same shall be in writing and signed by the Collateral Agent, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.  No
failure on the part of the Collateral Agent or any other Secured Party to
exercise, and no delay in exercising any right hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right.  (b) Upon the execution and delivery by any Person of a security
agreement supplement in substantially the form of Exhibit D hereto (each a
Security Agreement Supplement) or such
other form as may be reasonably acceptable to the Administrative Agent, such
Person shall be referred to as an Additional
Grantor and shall be and become a Grantor hereunder, and
each reference in this Agreement and the other Loan Documents to Grantor
shall also mean and be a reference to such Additional Grantor, each reference
in this Agreement and the other Loan Documents to the Collateral shall also
mean and be a reference to the Collateral granted by such Additional Grantor
and each reference in this Agreement to a Schedule shall also mean and be a
reference to the schedules attached to such Security Agreement Supplement.  Section 22. Notices,
Etc.  All notices and other
communications provided for hereunder shall be either (i) in writing
(including telecopier communication) and mailed, telecopied or otherwise
delivered or (ii) by electronic mail (if electronic mail addresses are
designated as provided below) confirmed immediately in writing, in the case of
the Company or the Collateral Agent, addressed to it at its address specified
in the Collateral Agency Agreement and, in the case of each Grantor other than
the Company, addressed to it at its address set forth opposite such Grantors
name on the signature pages hereto or on the signature page to the
Security Agreement Supplement pursuant to which it became a party hereto; or,
as to any party, at such other address as shall be designated by such party in
a written notice to the other parties. 
All such notices and other communications shall, when mailed,
telecopied, sent by electronic mail or otherwise, be effective when deposited
in the mails, delivered to the telegraph company, telecopied, sent by
electronic mail and confirmed in writing, or otherwise delivered (or confirmed
by a signed receipt), respectively, addressed as aforesaid; except that notices
and other communications to the Collateral Agent shall not be effective until
received by the Collateral Agent. 
Delivery by telecopier of an executed counterpart of any amendment or
waiver of any  25


provision of this Agreement or of any Security Agreement Supplement or
Schedule hereto shall be effective as delivery of an original executed
counterpart thereof.  Section 23. Continuing
Security Interest.  This Agreement
shall create a continuing security interest in the Collateral and shall (a) remain
in full force and effect until the latest payment in full in cash of the
Secured Obligations (other than contingent obligations), (b) be binding
upon each Grantor, its successors and assigns and (c) inure, together with
the rights and remedies of the Collateral Agent hereunder, to the benefit of
the Secured Parties and their respective successors, transferees and assigns.  Section 24. Release;
Termination.  (a)  Upon any
sale, lease, transfer or other disposition of any item of Collateral of any
Grantor in accordance with the terms of the Loan Documents (other than sales of
Inventory in the ordinary course of business), the security interest in such
Collateral shall automatically terminate and as promptly as practicable, the
Collateral Agent will, at such Grantors expense, execute and deliver to such
Grantor such documents as such Grantor shall reasonably request to evidence the
release of such item of Collateral from the assignment and security interest
granted hereby; provided, however, that (i) at the time of such
request and such release no Event of Default shall have occurred and be
continuing, (ii) such Grantor shall have delivered to the Collateral
Agent, at least five Business Days prior to the date of the proposed release, a
written request for release describing the item of Collateral, together with a
form of release for execution by the Collateral Agent and a certificate of such
Grantor to the effect that the transaction is in compliance with the Loan
Documents and the Existing Indentures and as to such other matters as the
Collateral Agent may reasonably request.  (b) Upon the payment in full in cash of the Secured Obligations
(other than contingent obligations), the pledge and security interest granted
hereby shall terminate and all rights to the Collateral shall revert to the
applicable Grantor and the Collateral Agent will, at the applicable Grantors
expense, execute and deliver to such Grantor such documents as such Grantor
shall reasonably request to evidence such termination.  (c) The Collateral Agent shall release the Collateral as otherwise
provided for under the Collateral Agency Agreement.  Section 25. Intercreditor.  NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT
PURSUANT TO THIS AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR
REMEDY BY THE COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE
SUBJECT TO THE LIMITATIONS AND PROVISIONS OF (i) THE REVOLVER
INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 22, 2007 (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE REVOLVER
INTERCREDITOR AGREEMENT, AMONG THE COLLATERAL AGENT, DEUTSCHE
BANK AG NEW YORK BRANCH, AS THE FIRST LIEN COLLATERAL AGENT (AS DEFINED
THEREIN), AND DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, AS THE THIRD LIEN
COLLATERAL AGENT (AS DEFINED THEREIN) AND CERTAIN OTHER PERSONS THAT MAY BECOME
PARTY THERETO FROM TIME TO TIME AND CONSENTED TO BY BUILDING MATERIALS
CORPORATION OF  26


AMERICA AND THE GRANTORS IDENTIFIED THEREIN AND (ii) THE GENERAL
INTERCREDITOR AGREEMENT, DATED AS OF FEBRUARY 22, 2007 (AS AMENDED, RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE GENERAL
INTERCREDITOR AGREEMENT AND TOGETHER WITH THE REVOLVER
INTERCREDITOR AGREEMENT, THE INTERCREDITOR AGREEMENTS,
AMONG THE COLLATERAL AGENT AND DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, AS THE
JUNIOR LIEN COLLATERAL AGENT AND CERTAIN OTHER PERSONS THAT MAY BECOME
PARTY THERETO FROM TIME TO TIME AND CONSENTED TO BY BUILDING MATERIALS
CORPORATION OF AMERICA AND THE GRANTORS IDENTIFIED THEREIN.  IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THE INTERCREDITOR AGREEMENTS AND THIS AGREEMENT, THE TERMS OF THE
INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.  Section 26. Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.  Delivery of
an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of an original executed counterpart
of this Agreement.  Section 27. Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.  Section 28. Jurisdiction,
Etc.  (a)  Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of any New York State court or Federal court
of the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement to which it is a party, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the fullest extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Agreement in the courts of any jurisdiction.  (b)           Each of the parties hereto
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement to which it is a party in any New York State or Federal
court.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.  Section 29. Waiver
of Jury Trial.  EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF
OR RELATING TO THIS AGREEMENT.  27


IN WITNESS
WHEREOF, each Grantor has caused this Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.   Address for
  Notices:
  c/o Building
  Materials Corp of America
  1361 Alps
  RoadWayne, NJ 07470
  
  BUILDING
  MATERIALS CORPORATION OF AMERICA 
  BMCA ACQUISITION INC.
  BMCA ACQUISITION SUB INC. 
  BMCA FRESNO LLC 
  BMCA FRESNO II LLC 
  BMCA GAINESVILLE LLC 
  BMCA INSULATION PRODUCTS INC. 
  BMCA QUAKERTOWN INC. 
  BUILDING MATERIALS INVESTMENT CORPORATION 
  BUILDING MATERIALS MANUFACTURING CORPORATION 
  DUCTWORK MANUFACTURING CORPORATION 
  GAF LEATHERBACK CORP.
  GAF MATERIALS CORPORATION (CANADA)
  GAF PREMIUM PRODUCTS INC.
  GAF REAL PROPERTIES, INC.
  GAFTECH CORPORATION 
  HBP ACQUISITION LLC 
  LL BUILDING PRODUCTS INC.
  PEQUANNOCK VALLEY CLAIM SERVICE COMPANY, INC.
  SOUTH PONCA REALTY CORP.
  WIND GAP REAL PROPERTY ACQUISITION CORP.By
  /John M.
  Maitner/Name: John M.
  MaitnerTitle: Vice
  President and Treasurer


ACCEPTED &
  ACKNOWLEDGEDDEUTSCHE BANK
  TRUST COMPANY AMERICAS, as Collateral AgentBy
  /Kerry
  Warwicker/Name: Kerry
  WarwickerTitle: Vice
  PresidentBy
  /Randy Kahn/Name: Randy KahnTitle: Vice
  President