Exhibit 10.43  EXECUTION VERSION  GENERAL INTERCREDITOR AGREEMENT  GENERAL INTERCREDITOR AGREEMENT dated as of February 22,
2007, among DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA),
in its capacity as collateral agent for the First Lien Obligations (as defined
below), including its successors and assigns in such capacity from time to
time, and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (Deutsche
Bank Cayman), in its capacity as collateral agent for the Junior
Lien Obligations (as defined below), including its successors and assigns in
such capacity from time to time. Capitalized terms used herein but not
otherwise defined herein have the meanings set forth in Section 1 below.  A.            BUILDING
MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the Company), is party to the Term Loan Agreement dated as of February 22,
2007 (as amended, restated, supplemented, waived, Refinanced or otherwise
modified from time to time (including to add new loans or other extensions of
credit thereunder or increase the amount of loans or other obligations
thereunder), the Credit Agreement),
among the Company and certain of its Subsidiaries, the Lenders party thereto
from time to time, Deutsche Bank AG New York Branch (Deutsche
Bank New York), as administrative agent, Bear Stearns &
Co., Inc., as syndication agent and 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.  B.            The
Company is a party to the Revolving Credit Agreement dated as of February 22,
2007 (as amended, restated, supplemented, waived, Refinanced or otherwise
modified from time to time (including to add new loans or other extensions of
credit thereunder or to increase the amount of loans or other obligations
thereunder), the Revolving Credit Agreement),
among the Company and certain of its Subsidiaries, the Lender Parties party
thereto from time to time, Deutsche Bank New York, as 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.  C.            The
Company is party to (i) an indenture dated as of October 20, 1997 (as
amended, restated, supplemented, waived, Refinanced or otherwise modified 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, Refinanced or otherwise modified
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,  Refinanced or otherwise modified from time to
time, the 2014 Notes Indenture and together
with the 2007 Notes Indenture and the 2008 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, collectively, the Existing Notes) were issued.


D.            The
Company is a party to a Bridge Loan Agreement dated as of February 22,
2007 (as amended, restated, supplemented, waived, Refinanced or otherwise
modified from time to time, the Bridge Loan Agreement),
among the Company and certain of its Subsidiaries, the Lenders party thereto
from time to time, Deutsche Bank Cayman, as Administrative Agent, Deutsche Bank
Cayman and Bear Stearns Corporate Lending Inc., as Joint Lead Arrangers and
Deutsche Bank Cayman, Bear Stearns Corporate Lending Inc. and JPMorgan Chase
Bank, N.A. as Joint Book Managers pursuant to which the Company and certain of
its Subsidiaries will borrow a senior secured bridge loan (the Bridge Loan). It is contemplated that the Bridge Loan will
be refinanced with the issuance of Senior Notes (as defined in the Credit
Agreement).  E.             Deutsche
Bank New York, 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, DBTCA, the Company and the
other Grantors are party to the Collateral Agency Agreement dated February 22,
2007 (as amended, restated, supplemented, waived, replaced or otherwise modified
from time to time, the Collateral Agency
Agreement) in which the parties thereto have appointed DBTCA to act
as collateral agent on behalf of the parties thereto.  Accordingly, in consideration of the foregoing, the
mutual covenants and obligations herein set forth and for other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:  SECTION 1.  
Definitions.  1.1           Defined
Terms. As used in this Agreement, the following terms have the meanings
specified below:  Agreement
shall mean this Agreement, as amended, renewed, extended, supplemented or
otherwise modified or replaced from time to time in accordance with the terms
hereof.  Bankruptcy Code
means Title 11 of the United States Code, as amended.  Bankruptcy Law
shall mean the Bankruptcy Code and any similar Federal, state or foreign law
for the relief of debtors.  Bridge  Documents means the loan, guarantee and security documents
governing the Bridge Obligations, including the Bridge Loan Agreement and the
Bridge Security Documents.  Bridge Loan
shall have the meaning set forth in the recitals.  Bridge Loan Agreement
shall have the meaning set forth in the recitals.  2


Bridge  Obligations means Secured Obligations as defined in the
Security Agreement (as defined in the Bridge Loan Agreement).  Bridge  Secured Parties means, at any relevant time, the holders of
Bridge Obligations at such time, including the lenders and agents under the
Bridge Loan Agreement and any holders of the Senior Notes.  Bridge  Security Documents means the Security Agreement (as defined
in the Bridge Loan Agreement) and any other agreement, document or instrument
pursuant to which Liens are granted or purported to be granted securing Bridge
Obligations or under which rights or remedies with respect to such Liens are
governed.  Collateral Agency
Agreement shall have the meaning set forth in the recitals.  Common Collateral
shall mean all of the assets of any Grantor, whether real, personal or mixed,
constituting both First Lien Collateral and Junior Lien Collateral including
without limitation any assets in which the First Lien Collateral Agent is automatically
deemed to have a Lien pursuant to the provisions of Section 2.3.  Company shall
have the meaning set forth in the recitals.  Comparable Junior Lien
Security Document shall mean, in relation to any Common Collateral
subject to any Lien created under any First Lien Document, those Junior Lien
Security Documents that create a Lien on the same Common Collateral, granted by
the same Grantor.  Credit Agreement
shall have the meaning set forth in the recitals.  DBTCA shall
have the meaning set forth in the recitals.  Deutsche Bank New York
shall have the meaning set forth in the recitals.  Deutsche Bank Cayman
shall have the meaning set forth in the recitals.  DIP Financing
shall have the meaning set forth in Section 6.1.  Discharge of First Lien
Obligations shall mean, except to the extent otherwise provided in Section 5.6,
payment in full in cash (except for contingent obligations) of all First Lien
Obligations and the termination of all commitments of First Lien Secured
Parties under First Lien Documents and written notice of the same shall have
been provided by the Company to DBTCA; provided, however,
that the Discharge of First Lien Obligations shall not be deemed to have
occurred if such payments are made with the proceeds of other First Lien
Obligations that constitute an exchange or replacement for or a Refinancing of
such First Lien Obligations. In the event the First Lien Obligations are
modified and the First Lien Obligations are paid over time or otherwise
modified pursuant to Section 1129 of the Bankruptcy Code, the First Lien
Obligations shall be deemed to be discharged when the final payment is made, in
cash, in respect of such indebtedness and any obligations pursuant to such new
indebtedness shall have been satisfied.  3


Disposition
shall have the meaning set forth in Section 5.1.  Existing Indentures
shall have the meaning set forth in the recitals.  First Lien Collateral
shall mean all of the assets of any Grantor, whether real, personal or mixed,
with respect to which a Lien is granted or purported to be granted as security
for any First Lien Obligations pursuant to a First Lien Security Document.  First Lien Collateral
Agent shall mean DBTCA, in its capacity as collateral agent for the
lenders and other secured parties under the First Lien Documents and the
holders of the Existing Notes pursuant to the Collateral Agency Agreement,
together with its successors and permitted assigns in such capacity under the
Collateral Agency Agreement exercising substantially the same rights and
powers; and in each case provided that if such First Lien Collateral Agent is
not DBTCA, such First Lien Collateral Agent shall have become a party to this
Agreement and the other applicable First Lien Security Documents.  First Lien Documents
means the loan, debt, guarantee and security documents governing the First Lien
Obligations, including, without limitation, the Credit Agreement, the Existing
Indentures, Secured Hedge Agreements (as defined in the Credit Agreement) and
the First Lien Security Documents.  First Lien Obligations
shall mean all Secured Obligations as defined in the First Lien Security
Agreement.  First Lien Secured Parties
means, at any relevant time, the holders of First Lien Obligations at such time
the lenders and agents under the Credit Agreement, the noteholders and trustees
under the Existing Indentures, hedge banks providing the Secured Hedge
Agreements (as defined in the Credit Agreement) and the First Lien Collateral
Agent.  First Lien Security
Agreement means the Security Agreement dated February 22, 2007
made by the Company and each other Grantor identified therein to DBTCA for the
Secured Parties (as defined therein).  First Lien Security
Documents means the First Lien Security Agreement and any other
agreement, document or instrument pursuant to which a Lien is granted or
purported to be granted securing First Lien Obligations or under which rights
or remedies with respect to such Liens are governed.  First Priority Liens
means Liens securing the First Lien Obligations, which Liens are superior and
prior in priority to the Liens securing the Junior Lien Obligations.  Grantors shall
mean the Company and each of the Subsidiaries that has executed and delivered a
First Lien Document or a Junior Lien Document.  Indebtedness
shall mean and include all obligations that constitute Indebtedness or Debt,
as the case may be, within the meaning of the Credit Agreement, the Existing
Indentures or the Bridge Loan Agreement.  4


Insolvency or Liquidation
Proceeding means:  (1)           any case commenced
by or against the Company or any other Grantor under any Bankruptcy Law, any
other proceeding for the reorganization, recapitalization or adjustment or
marshalling of the assets or liabilities of the Company or any other Grantor,
any receivership or assignment for the benefit of creditors relating to the
Company or any other Grantor or any similar case or proceeding relative to the
Company or any other Grantor or its creditors, as such, in each case whether or
not voluntary;  (2)           any liquidation,
dissolution, marshalling of assets or liabilities or other winding up of or
relating to the Company or any other Grantor, in each case whether or not
voluntary and whether or not involving bankruptcy or insolvency; or  (3)           any other proceeding
of any type or nature in which substantially all claims of creditors of the
Company or any other Grantor are determined and any payment or distribution is
or may be made on account of such claims.  Junior Lien Collateral
shall mean all of the assets of any Grantor, whether real, personal or mixed,
with respect to which a Lien is granted or purported to be granted as security
for any Junior Lien Obligations pursuant to a Junior Lien Security Document.  Junior Lien Collateral
Agent shall mean (i) so long as the Bridge Obligations are
outstanding, Deutsche Bank Cayman, in its capacity as collateral agent for the
Secured Parties (as defined in the Bridge Loan Agreement), and (ii) at any
time thereafter, such agent or trustee as is designated Junior Lien Collateral
Agent by Junior Lien Secured Parties holding a majority in principal amount of
the Junior Lien Obligations then outstanding or pursuant to such other
arrangements as agreed to among the holders of the Junior Lien Obligations.  Junior Lien Documents
means the credit and security documents governing the Junior Lien Obligations,
including, without limitation, the Bridge Documents and the related Junior Lien
Security Documents.  Junior Lien Obligations
means Bridge Obligations, obligations with respect to any Indebtedness that
Refinances the Bridge Obligations and obligations with respect to other
Indebtedness permitted to be incurred under the First Lien Documents and the
Bridge Loan Agreement which is by its terms intended to be secured equally and
ratably with the Bridge Loan or on a basis junior to the Liens securing the
Bridge Loan (provided that such Lien is
permitted to be incurred under the First Lien Documents and the Bridge Loan
Agreement); provided, however, that the holders of
such Indebtedness or their Junior Lien Representative is a party to the Junior
Lien Security Documents in accordance with the terms thereof and has appointed
the Junior Lien Collateral Agent as collateral agent for such holders of Junior
Lien Obligations with respect to all or a portion of the Common Collateral.  Junior Lien Representative
means any duly authorized representative of any holders of Junior Lien
Obligations which representative is a party to the Junior Lien Security
Documents.  5


Junior Lien Secured
Parties means (i) Bridge Secured Parties, (ii) the Junior
Lien Collateral Agent and (iii) the holders from time to time of any other
Junior Lien Obligations, and each Junior Lien Representative.  Junior Lien Security
Documents means (a) so long as the Bridge Obligations are
outstanding, the Bridge Security Documents and (b) thereafter any agreement,
document or instrument pursuant to which a Lien is granted or purported to be
granted securing Junior Lien Obligations or under which rights or remedies with
respect to such Liens are governed, which in each case may include
intercreditor and/or subordination agreements or arrangements among various
Junior Lien Secured Parties.  Junior Liens
means the Liens securing the Junior Lien Obligations.  Lien shall
mean, with respect to any asset, any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such
asset.  New Agent
shall have the meaning set forth in Section 5.6.  Non-Conforming Plan of
Reorganization any Plan of Reorganization which grants the Junior
Lien Collateral Agent or any Junior Lien Secured Party any right or benefit,
directly or indirectly, which right or benefit is expressly prohibited at such
time by the provisions of this Agreement.  Officers Certificate
shall have the meaning set forth in the Existing Indentures.  Payment Discharge
shall have the meaning set forth in Section 5.1(a).  Person shall
mean any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, entity or other party, including
any government and any political subdivision, agency or instrumentality
thereof.  Plan of Reorganization
means any plan of reorganization, plan of liquidation, agreement for
composition, or other type of plan of arrangement proposed in or in connection
with any Insolvency or Liquidation Proceeding.  Pledged Collateral
shall mean the Common Collateral in the possession or control of the First Lien
Collateral Agent (or its agents or bailees), to the extent that possession or
control thereof perfects a Lien thereon under the UCC.  Recovery shall
have the meaning set forth in Section 6.3.  Refinance
means, in respect of any indebtedness, to refinance, extend, renew, defease,
amend, increase, modify, supplement, restructure, refund, replace or repay, or
to issue other indebtedness or enter alternative financing arrangements, in
exchange or replacement for such indebtedness, in whole or in part, including
by adding or replacing lenders, creditors, agents, borrowers and/or guarantors,
and including in each case, but not limited to, after the  6


original instrument giving rise to such indebtedness
has been terminated. Refinanced and
Refinancing have correlative meanings.  Reinstatement
shall have the meaning set forth in Section 5.6.  Revolver  Collateral means Collateral as defined in the Revolver
Security Agreement, as in effect on the date hereof.  Revolver  Collateral Agent means the Collateral Monitoring Agent as
defined in the Revolving Credit Agreement.  Revolver  Intercreditor Agreement means that certain Revolver
Intercreditor Agreement dated the date hereof among the Revolver Collateral
Agent and the First Lien Collateral Agent, as the same may be amended,
restated, modified or waived from time to time.  Revolver  Obligations shall mean all Secured Obligations as defined
in the Revolver Security Agreement.  Revolver  Security Agreement means the Security Agreement (as defined
in the Revolving Credit Agreement).  Revolving Credit Agreement
shall have the meaning set forth in the recitals.  Subsidiary
shall mean any Subsidiary of the Company as defined in the Credit Agreement
or the Indenture.  UCC shall mean
the Uniform Commercial Code as from time to time in effect in the State of New
York.  2007 Notes
shall have the meaning set forth in the recitals.  2007 Notes  Indenture shall have the meaning set forth in the recitals.  2008 Notes
shall have the meaning set forth in the recitals.  2008 Notes Indenture
shall have the meaning set forth in the recitals.  2014 Notes
shall have the meaning set forth in the recitals.  2014 Notes Indenture
shall have the meaning set forth in the recitals.  1.2           Terms
Generally.   The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words include, includes and including shall be deemed
to be followed by the phrase without limitation.  The word will shall be construed to have
the same meaning and effect as the word  shall.  Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or  7


otherwise modified in
accordance with this Agreement, (b) any reference herein to any Person
shall be construed to include such Persons successors and assigns, (c) the
words herein, hereof and hereunder, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Sections shall be construed
to refer to Sections of this Agreement and (e) the words asset and property
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.  SECTION 2.  
Lien Priorities.  2.1           Subordination
of Liens.   Notwithstanding (i) the date, time, manner or
order of filing or recordation of any document or instrument or grant,
attachment or perfection (including any defect or deficiency or alleged defect
or deficiency in any of the foregoing) of any Liens granted to the Junior Lien
Collateral Agent or the Junior Lien Secured Parties on the Common Collateral or
of any Liens granted to the First Lien Collateral Agent or the First Lien
Secured Parties on the Common Collateral, (ii) any provision of the UCC,
the Bankruptcy Code, any applicable law, the Junior Lien Documents or the First
Lien Documents, (iii) whether the First Lien Collateral Agent, either
directly or through agents, holds possession of, or has control over, all or
any part of the Common Collateral, (iv) the fact that any such Liens may
be subordinated, voided, avoided, invalidated or lapsed or (v) any other
circumstance of any kind or nature whatsoever, the Junior Lien Collateral Agent
and each Junior Lien Representative, on behalf of itself and each applicable
Junior Lien Secured Party, hereby agrees that: (a) any Lien on the Common
Collateral securing any First Lien Obligations now or hereafter held by or on
behalf of the First Lien Collateral Agent or any First Lien Secured Parties or
any agent or trustee therefor regardless of how acquired, whether by grant,
statute, operation of law, subrogation or otherwise, shall have priority over
and be senior in all respects and prior to any Lien on the Common Collateral
securing any Junior Lien Obligations, (b) any Lien on the Common
Collateral securing any Junior Lien Obligations now or hereafter held by or on
behalf of the Junior Lien Collateral Agent or any Junior Lien Secured Party or
any agent or trustee therefor regardless of how acquired, whether by grant,
statute, operation of law, subrogation or otherwise, shall be junior and
subordinate in all respects to all Liens on the Common Collateral securing any
First Lien Obligations and (c) with respect to any Junior Lien Obligations
other than the Bridge Obligations or any Refinancings thereof (and as between
the Junior Lien Collateral Agent, the other Junior Lien Representatives, the
Bridge Secured Parties and the other Junior Lien Secured Parties), the Liens on
the Common Collateral securing any Junior Lien Obligations now or hereafter
held by or on behalf of the Junior Lien Collateral Agent, any Junior Lien
Representatives, any Bridge Secured Party or any Junior Lien Secured Party or
any agent or trustee therefor regardless of how acquired, whether by grant,
statute, operation of law, subrogation or otherwise, shall rank in all respects
equally and ratably to or junior to the Liens securing the Bridge Obligations
or any Refinancings thereof. All Liens on the Common Collateral securing any
First Lien Obligations shall be and remain senior in all respects and prior to
all Liens on the Common Collateral securing any Junior Lien Obligations for all
purposes, whether or not such Liens securing any First Lien Obligations are
subordinated to any Lien securing any other obligation of the Company, any
other Grantor or any other Person. The Junior Lien Collateral Agent and each
Junior Lien Representative, for itself and on behalf of the Junior Lien Secured
Parties, expressly agree that any Lien purported to be granted on any  8


Common Collateral as
security for the First Lien Obligations shall be deemed to be and shall be
deemed to remain senior in all respects and prior to all Liens on the Common
Collateral securing any Junior Lien Obligations for all purposes regardless of
whether the Lien purported to be granted is found to be improperly granted,
improperly perfected, preferential, a fraudulent conveyance or legally or
otherwise deficient in any manner.  2.2           Prohibition
on Contesting Liens.   The Junior Lien Collateral Agent and each
other Junior Lien Representative, for itself and on behalf of each applicable
Junior Lien Secured Party, agrees that (a) it shall not (and hereby waives
any right to) take any action to challenge, contest or support any other Person
in contesting or challenging, directly or indirectly, in any proceeding
(including any Insolvency or Liquidation Proceeding), the validity, perfection,
priority or enforceability of a Lien securing any First Lien Obligations held
(or purported to be held) by or on behalf of the First Lien Collateral Agent or
any of the First Lien Secured Parties or any agent or trustee therefor in any
First Lien Collateral or Common Collateral and (b) none of them will
oppose or otherwise contest (or support any Person contesting) any other
request for judicial relief made in any court by the First Lien Collateral
Agent or any First Lien Secured Parties relating to the lawful enforcement of
any First Priority Lien on Common Collateral or First Lien Collateral. The
First Lien Collateral Agent, for itself and on behalf of each First Lien
Secured Party, agrees that it shall not (and hereby waives any right to) take
any action to challenge, contest or support any other Person in contesting or
challenging, directly or indirectly, in any proceeding (including any
Insolvency or Liquidation Proceeding), the validity, perfection, priority or
enforceability of a Lien securing any Junior Lien Obligations held (or
purported to be held) by or on behalf of the Junior Lien Collateral Agent or
any Junior Lien Secured Party in the Common Collateral; provided,
however, that nothing in this Agreement shall be construed to
prevent or impair the rights of the First Lien Collateral Agent or any First
Lien Secured Parties to enforce this Agreement (including the priority of the
Liens securing the First Lien Obligations as provided in Section 2.1)
or any of the First Lien Documents.  2.3           No
New Liens.  So long as the Discharge of First Lien Obligations
has not occurred, the parties hereto agree that, after the date hereof, neither
the Junior Lien Collateral Agent nor any Junior Lien Representative shall acquire
or hold any Lien on any assets of the Company or any other Subsidiary (and
neither the Company nor any Subsidiary shall grant such Lien) securing any
Junior Lien Obligations that are not also subject to the First Priority Lien in
respect of the First Lien Obligations under the First Lien Documents. If the
Junior Lien Collateral Agent or any Junior Lien Representative shall
(nonetheless and in breach hereof) acquire or hold any Lien on any assets of
the Company or any other Subsidiary that is not also subject to the First
Priority Lien in respect of the First Lien Obligations under the First Lien
Documents, then such Junior Lien Collateral Agent or other Junior Lien
Representative shall, without the need for any further consent of any party and
notwithstanding anything to the contrary in any other document, be deemed to
also hold and have held such Lien for the benefit of the First Lien Collateral
Agent as security for the First Lien Obligations (subject to the lien priority
and other terms hereof) and shall use its best efforts to promptly notify the
First Lien Collateral Agent in writing of such Lien and in any event take such
actions as may be requested by the First Lien Collateral Agent to assign or
release such Lien to the First Lien Collateral Agent (and/or its designee) as
security for the applicable First Lien Obligations.  9


2.4Perfection
of Liens.   Except as expressly set forth in Section 5.5
hereof, neither the First Lien Collateral Agent nor any First Lien Secured
Party shall be responsible for perfecting and maintaining the perfection of
Liens with respect to the Common Collateral for the benefit of the Junior Lien
Collateral Agent, the other Junior Lien Representatives or any other Junior
Lien Secured Parties. Neither the Junior Lien Collateral Agent, any Junior Lien
Representative nor any Junior Lien Secured Party shall be responsible for
perfecting and maintaining the perfection of Liens with respect to the Common
Collateral for the benefit of the First Lien Collateral Agent or any other
First Lien Secured Parties. The provisions of this Agreement are intended
solely to govern the respective Lien priorities as between the First Lien
Secured Parties and the Junior Lien Secured Parties and shall not impose on the
First Lien Collateral Agent, the Junior Lien Collateral Agent, any other Junior
Lien Representative, the Junior Lien Secured Parties or the First Lien Secured
Parties or any agent or trustee therefor or on the Company or any of its Subsidiaries
any obligations in respect of the disposition of proceeds of any Common
Collateral which would conflict with prior perfected claims therein in favor of
any other Person or any order or decree of any court or governmental authority
or any applicable law.  SECTION 3.  
Enforcement.  3.1Exercise
of Remedies.  (a)           So long as the Discharge of First
Lien Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against the Company or any other Grantor, (i) neither
the Junior Lien Collateral Agent, any Junior Lien Representative nor any Junior
Lien Secured Party will (x) exercise or seek to exercise any rights or
remedies (including setoff and the right to credit bid debt (except as set
forth in Section 3.1(f)below)) with respect to any Common
Collateral in respect of any applicable Junior Lien Obligations, or institute
any action or proceeding with respect to such rights or remedies (including any
action of foreclosure), (y) contest, protest or otherwise object to any
foreclosure or enforcement proceeding or action brought with respect to the
Common Collateral or any other collateral by the First Lien Collateral Agent or
any First Lien Secured Party in respect of the First Lien Obligations, the
exercise of any right by the First Lien Collateral Agent or any First Lien
Secured Party (or any agent or sub-agent on their behalf) in respect of
the First Lien Obligations under any control agreement, lockbox agreement,
landlord waiver or bailees letter or similar agreement or arrangement to which
the Junior Lien Collateral Agent, any Junior Lien Representative or any Junior
Lien Secured Party either is a party or may have rights as a third party
beneficiary, or any other exercise by any such party, of any rights and
remedies as a secured party relating to the Common Collateral or any other
collateral under the First Lien Documents or otherwise in respect of First Lien
Obligations, or (z) object to any waiver or forbearance by the First Lien
Secured Parties from or in respect of bringing or pursuing any foreclosure
proceeding or action or any other exercise of any rights or remedies relating
to the Common Collateral or any other collateral in respect of First Lien
Obligations and (ii) except as otherwise provided herein, the First Lien
Collateral Agent and the First Lien Secured Parties shall have the sole and
exclusive right to enforce rights, exercise remedies (including setoff and the
right to credit bid their debt), marshal, process and make determinations
regarding the release, disposition or restrictions, or waiver or forbearance of
rights or remedies with respect to the Common Collateral without any
consultation with or the consent of the Junior  10


Lien Collateral Agent, any
Junior Lien Representative or any Junior Lien Secured Party; provided, however, that (A) in any Insolvency or
Liquidation Proceeding commenced by or against the Company or any other
Grantor, the Junior Lien Collateral Agent may file a proof of claim or
statement of interest with respect to the Junior Lien Obligations and (B) the
Junior Lien Collateral Agent may take any action (not adverse to the prior
Liens on the Common Collateral securing the First Lien Obligations, or the
rights of the First Lien Collateral Agent or the First Lien Secured Parties to
exercise remedies in respect thereof) in order to prove, preserve or
protect (but not enforce) its rights in, and perfection and priority of
its Lien on, the Common Collateral. In exercising rights and remedies with
respect to the First Lien Collateral or Common Collateral, the First Lien
Collateral Agent and the First Lien Secured Parties may enforce the provisions
of the First Lien Documents and exercise remedies thereunder, all in such order
and in such manner as they may determine in the exercise of their sole
discretion. Such exercise and enforcement shall include the rights of an agent
appointed by them to sell or otherwise dispose of Common Collateral or other
collateral upon foreclosure, to incur expenses in connection with such sale or
disposition, and to exercise all the rights and remedies of a secured lender
under the UCC of any applicable jurisdiction and of a secured creditor under
Bankruptcy Laws of any applicable jurisdiction.  (b)           So
long as the Discharge of First Lien Obligations has not occurred, the Junior
Lien Collateral Agent and each Junior Lien Representative, on behalf of itself
and each applicable Junior Lien Secured Party, agrees that it will not, in the
context of its role as secured lender, take or receive any Common Collateral or
any proceeds of Common Collateral in connection with the exercise of any right
or remedy or otherwise in an Insolvency or Liquidation Proceeding (including
set off or the right to credit bid debt (except as set forth in Section 3.1(f)below))
with respect to any Common Collateral in respect of the applicable Junior Lien
Obligations. Without limiting the generality of the foregoing, unless and until
the Discharge of First Lien Obligations has occurred, except as expressly
provided in the proviso in clause (ii)of Section 3.1(a),
the sole right of the Junior Lien Collateral Agent, the Junior Lien
Representatives and the Junior Lien Secured Parties with respect to the Common
Collateral is to hold a Lien on the Common Collateral in respect of the
applicable Junior Lien Obligations pursuant to the Junior Lien Documents, as
applicable, for the period and to the extent granted therein and to receive a
share of the proceeds thereof, if any, after the Discharge of First Lien
Obligations has occurred.  (c)           Subject
to the proviso in clause (ii)of Section 3.1(a), (i) the
Junior Lien Collateral Agent, for itself and on behalf of each Junior Lien
Secured Party, agrees that neither the Junior Lien Collateral Agent, any Junior
Lien Representative nor any Junior Lien Secured Party will take any action that
would hinder any exercise of remedies undertaken by the First Lien Collateral
Agent or the First Lien Secured Parties with respect to the Common Collateral,
the First Lien Collateral or any other collateral under the First Lien
Documents, including any sale, lease, exchange, transfer or other disposition
of the Common Collateral, the First Lien Collateral or such other collateral,
whether by foreclosure or otherwise, and (ii) the Junior Lien Collateral
Agent and each Junior Lien Representative, for itself and on behalf of each
applicable Junior Lien Secured Party, hereby waives any and all rights it or
any Junior Lien  Secured Party may have
as a junior lien creditor or otherwise to object to the manner in which the
First Lien Collateral Agent or the First Lien Secured Parties seek to enforce
or collect the First Lien Obligations or the Liens granted in any of the First
Lien Collateral or Common  11


Collateral, regardless of whether any action or failure to act by or on
behalf of the First Lien Collateral Agent or First Lien Secured Parties is
adverse to the interests of the Junior Lien Secured Parties.  (d)           The
Junior Lien Collateral Agent and each Junior Lien Representative for itself and
on behalf of Junior Lien Secured Party hereby acknowledges and agrees that no
covenant, agreement or restriction contained in any applicable Junior Lien
Document shall be deemed to restrict in any way the rights and remedies of the
First Lien Collateral Agent or the First Lien Secured Parties with respect to
the First Lien Collateral or Common Collateral as set forth in this Agreement
and the First Lien Documents.  (e)           So
long as the Discharge of First Lien Obligations has not occurred, neither the
Junior Lien Collateral Agent, any other Junior Lien Representative nor any
other Junior Lien Secured Party may assert or enforce any right of marshalling
accorded to a junior lienholder, as against the First Lien Collateral Agent or
any First Lien Secured Party (in their capacity as priority lienholders).  (f)            Section 3.1
hereof shall not be construed to in any way limit or impair the right of any
Junior Lien Secured Party from exercising a credit bid with respect to the
Junior Lien Obligations in a sale or other disposition of Common Collateral
under Section 363 of the Bankruptcy Code, provided,however, that in connection with and immediately after
giving effect to such sale and credit bid there occurs a Discharge of First
Lien Obligations.  3.2           Cooperation.
Subject to the proviso in clause (ii)of Section 3.1(a),
the Junior Lien Collateral Agent and each Junior Lien Representative, on behalf
of itself and each applicable Junior Lien Secured Party, agrees that, unless
and until the Discharge of First Lien Obligations has occurred, it will not
commence, or join with any Person (other than the First Lien Secured Parties
and the First Lien Collateral Agent upon the request thereof) in commencing, any
enforcement, collection, execution, levy or foreclosure action or proceeding
with respect to any Lien held by it in the Common Collateral or any other
collateral under any of the applicable Junior Lien Documents or otherwise in
respect of the applicable Junior Lien Obligations.  SECTION 4. Payments.  4.1           Application
of Proceeds. So long as the Discharge of First Lien Obligations has not
occurred, the Common Collateral or proceeds thereof received in connection with
the sale or other disposition of, or collection on, such Common Collateral upon
the exercise of remedies as a secured party, shall be applied by the First Lien
Collateral Agent to the First Lien Obligations in such order as specified in
the relevant First Lien Documents until the Discharge of First Lien Obligations
has occurred. Upon the Discharge of First Lien Obligations, subject to the
proviso of Section 5.1(a)(y)and subject to Section 5.6
hereof, the First Lien Collateral Agent shall deliver promptly to the Junior
Lien Collateral Agent any Common Collateral or proceeds thereof held by it in
the same form as received, with any necessary endorsements or as a court of
competent jurisdiction may otherwise direct.  12


4.2           Payments
Over.   Any Common Collateral or First Lien Collateral or
proceeds thereof received by the Junior Lien Collateral Agent or any Junior
Lien Secured Party in connection with the exercise of any right or remedy
(including set off or credit bid) or in any Insolvency or Liquidation
Proceeding relating to the Common Collateral not expressly permitted by this
Agreement or prior to the Discharge of First Lien Obligations shall be
segregated and held in trust for the benefit of and forthwith paid over to the
First Lien Collateral Agent (and/or its designees) for the benefit of the First
Lien Secured Parties in the same form as received, with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct. The
First Lien Collateral Agent is hereby authorized to make any such endorsements
as agent for the Junior Lien Collateral Agent or any such Junior Lien Secured
Party. This authorization is coupled with an interest and is irrevocable.  SECTION 5. Other
Agreements.  5.1          Releases.  (a)           (x) If, at any time any Grantor
or any First Lien Secured Party delivers notice to the Junior Lien Collateral
Agent with respect to any specified Common Collateral (including for such
purpose, in the case of the sale or other disposition of all or substantially
all of the equity interests in any Subsidiary, any Common Collateral held by
such Subsidiary or any direct or indirect Subsidiary thereof) that:  (A)          such
specified Common Collateral is sold, transferred or otherwise disposed of (a Disposition) by the owner of such Common
Collateral in a transaction permitted under the First Lien Documents and the
Junior Lien Documents; or  (B)           the
First Priority Liens thereon are released in connection with a Subsidiary that
is released from its guarantee under the First Lien Documents and the Junior
Lien Documents; or  (C)           the
First Priority Liens thereon are otherwise released as required by the Revolver
Intercreditor Agreement (and the Revolver Collateral Agent does not have a Lien
in respect thereof) or as permitted by the First Lien Documents or by the First
Lien Collateral Agent on behalf of the First Lien Secured Parties (unless, in
the case of clause (B)or (C)of this Section 5.1(a)(x)such
release occurs in connection with, and after giving effect to, a Discharge of
First Lien Obligations which discharge is not in connection with a foreclosure
of, or other exercise of remedies with respect to, Common Collateral by the
First Lien Secured Parties (such discharge not in connection with any such
foreclosure or exercise of remedies, a Payment
Discharge)),  then the Junior Liens upon such Common Collateral (and
any other Common Collateral where notice of a Disposition is not required) will
automatically be released and discharged as and when, but only to the extent,
such Liens on such Common Collateral securing First Lien Obligations are
released and discharged (provided,however, that in the case of a Payment Discharge, the Liens
on any Common Collateral disposed of in connection with the satisfaction in whole
or in part of First Lien Obligations shall be automatically released but any
proceeds thereof not used for purposes of the Discharge of First Lien
Obligations or otherwise in  13


accordance with the Junior Lien Documents shall be
subject to Junior Liens and shall be applied pursuant to Section 4.1).
Upon delivery to the Junior Lien Collateral Agent of a notice from the First
Lien Collateral Agent stating that any such release of Liens securing or supporting
the First Lien Obligations has become effective (or shall become effective upon
the Junior Lien Collateral Agents release), the Junior Lien Collateral Agent
will promptly, at the Companys expense, execute and deliver such instruments,
releases, termination statements or other documents confirming such release on
customary terms, which instruments, releases and termination statements shall
be substantially identical to the comparable instruments, releases and
termination statements executed by the First Lien Collateral Agent in
connection with such release. In the case of the sale of capital stock of a
Subsidiary or any other transaction resulting in the release of such Subsidiarys
guarantee under the Credit Agreement in accordance with the Credit Agreement,
the guarantee in favor of the Junior Lien Secured Parties, if any, made by such
Subsidiary will automatically be released and discharged as and when, but only
to the extent, the guarantee by such Subsidiary of First Lien Obligations is
released and discharged.  (y)           In the event of a
Payment Discharge, the Junior Liens on Common Collateral owned by the Company
or a Grantor immediately after giving effect to such Payment Discharge shall
become first-priority security interests (subject to any intercreditor
agreements or arrangements among Junior Lien Secured Parties pursuant to Section 8.21
and subject to Liens permitted by the Bridge Loan Agreement or any Refinancing
thereof and, with respect to the Revolver Collateral, subject to the Revolver
Intercreditor Agreement); provided,however, that if the Company or the Grantors incur at any
time thereafter any new or replacement First Lien Obligations permitted under
the Junior Lien Documents, then the provisions of Section 5.6 shall
apply as if a Refinancing of First Lien Obligations had occurred.  (b)           The Junior Lien Collateral Agent, for
itself and on behalf of each Junior Lien Secured Party, hereby irrevocably
constitute and appoint the First Lien Collateral Agent and any officer or agent
of the First Lien Collateral Agent, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of the Junior Lien Collateral Agent or in the First Lien
Collateral Agents own name, from time to time in the First Lien Collateral
Agents discretion, for the purpose of carrying out the terms of this Section 5.1,
to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or desirable to accomplish the purposes of
this Section 5.1, including any termination statements,
endorsements or other instruments of transfer or release.  (c)           Unless and until the Discharge of
First Lien Obligations has occurred, the Junior Lien Collateral Agent and each
Junior Lien Representative, for itself and on behalf of each applicable Junior
Lien Secured Party, hereby consents to the application, after an  Event of Default, of proceeds of Common
Collateral or other collateral to the repayment of First Lien Obligations pursuant
to the Credit Agreement.  5.2           Insurance.
Subject to the rights of the Revolver Collateral Agent under the Revolver
Intercreditor Agreement, unless and until the Discharge of First Lien
Obligations has occurred, the First Lien Collateral Agent and the First Lien
Secured Parties shall have the sole and exclusive right, to the extent
permitted by the First Lien Documents and subject to the  14


rights of the Grantors
thereunder, to agree settlement at the written direction of the Required Lender
Representatives (as defined in the Collateral Agency Agreement) for any
insurance policy covering the Common Collateral in the event of any loss
thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Common Collateral. Unless and until the Discharge of
First Lien Obligations has occurred, all proceeds of any such policy and any
such award if in respect of the Common Collateral shall be paid (a) first,
prior to the occurrence of the Discharge of First Lien Obligations, to the
First Lien Collateral Agent for the benefit of First Lien Secured Parties
pursuant to the terms of the First Lien Documents, (b) second, after the
occurrence of the Discharge of First Lien Obligations, to the Junior Lien
Collateral Agent for the benefit of the Junior Lien Secured Parties pursuant to
the terms of the applicable Junior Lien Documents and (c) third, if no
Junior Lien Obligations are outstanding, to the owner of the subject property,
such other person as may be entitled thereto or as a court of competent
jurisdiction may otherwise direct. If the Junior Lien Collateral Agent or any
Junior Lien Secured Party shall, at any time, receive any proceeds of any such
insurance policy or any such award in contravention of this Agreement, such
proceeds shall be segregated and held in trust for the benefit of the First
Lien Collateral Agent and it shall forthwith pay such proceeds over to the
First Lien Collateral Agent in accordance with the terms of Section 4.2.  5.3           Amendments
to Junior Lien Security Documents.  (a)           So long as the Discharge of First
Lien Obligations has not occurred, without the prior written consent of the
First Lien Collateral Agent, no Junior Lien Security Document may be amended, supplemented
or otherwise modified or entered into to the extent such amendment, supplement
or modification, or the terms of any new Junior Lien Security Document, would
be prohibited by or inconsistent with any of the terms of this Agreement. The
Junior Lien Collateral Agent and each Junior Lien Representative agree that
each applicable Junior Lien Security Document shall include the following
language (or language to similar effect approved by the First Lien Collateral
Agent):  Notwithstanding
anything herein to the contrary, the liens and security interests granted to
the [Junior Lien Collateral Agent] pursuant to this Agreement and the exercise
of any right or remedy by the [Junior Lien Collateral Agent] hereunder are
subject to the limitations and provisions of the General Intercreditor
Agreement, dated as of February 22, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, the Intercreditor
Agreement), Deutsche Bank Trust Company Americas, as First Lien
Collateral Agent, and Deutsche Bank AG Cayman Island Branch, as Junior Lien
Collateral Agent, and certain other persons party or 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 Agreement and the terms of this
Agreement, the terms of the Intercreditor Agreement shall govern and control.  In addition, the Junior Lien Collateral Agent and each
Junior Lien Representative, on behalf of the Junior Lien Secured Parties, agree
that each mortgage covering any Common Collateral shall contain such other
language as the First Lien Collateral Agent may reasonably request to reflect  15


the subordination of such mortgage to the First Lien
Document covering such Common Collateral.  (b)           In the event that the First Lien
Collateral Agent or the First Lien Secured Parties enter into any amendment,
waiver or consent in respect of or replace any of the First Lien Security
Documents for the purpose of adding to, or deleting from, or waiving or
consenting to any departures from any provisions of, any First Lien Security
Document or changing in any manner the rights of the First Lien Collateral
Agent, the First Lien Secured Parties, the Company or any other Grantor
thereunder (including the release of any Liens in Common Collateral in
accordance with Section 5.1), then such amendment, waiver or
consent shall apply automatically to any comparable provision of each
Comparable Junior Lien Security Document without the consent of the Junior Lien
Collateral Agent, any Junior Lien Representative or any Junior Lien Secured
Party and without any action by the Junior Lien Collateral Agent, any Junior
Lien Representative, the Company or any other Grantor; provided
that such amendment, waiver or consent does not materially adversely affect the
rights of the Junior Lien Secured Parties or the interests of the Junior Lien
Secured Parties in the Common Collateral in a manner materially different from
that affecting the rights of the First Lien Secured Parties thereunder or
therein. The First Lien Collateral Agent shall give written notice of such
amendment, waiver or consent (along with a copy thereof) to the Junior Lien
Collateral Agent; provided that the failure to give
such notice shall not affect the effectiveness of such amendment with respect
to the provisions of any Junior Lien Security Document as set forth in this Section 5.3(b).  5.4           Rights
as Unsecured Creditors. Except as otherwise expressly set forth in this
Agreement, the Junior Lien Collateral Agent and the Junior Lien Secured Parties
may exercise rights and remedies as an unsecured creditor against the Company
or any Subsidiary that has guaranteed the Junior Lien Obligations in accordance
with the terms of the applicable Junior Lien Documents and applicable law. Nothing
in this Agreement shall prohibit the receipt by the Junior Lien Collateral
Agent or any Junior Lien Secured Party of the required payments of interest and
principal so long as such receipt is not the direct or indirect result of the
exercise by the Junior Lien Collateral Agent, any Junior Lien Representative or
any Junior Lien Secured Party of rights or remedies as a secured creditor in
respect of Common Collateral or other collateral or enforcement in
contravention of this Agreement of any Lien in respect of Junior Lien
Obligations held by any of them or in any Insolvency or Liquidation Proceeding.
In the event the Junior Lien Collateral Agent, any Junior Lien Representative
or any Junior Lien Secured Party becomes a judgment lien creditor or other
secured creditor in respect of Common Collateral, First Lien Collateral or
other collateral as a result of its enforcement of its rights as an unsecured
creditor in respect of Junior Lien Obligations or otherwise, such judgment or
other lien shall be subordinated to the Liens securing First Lien Obligations
on the same basis as the other Liens securing the Junior Lien Obligations are so
subordinated to such Liens securing First Lien Obligations under this
Agreement.  5.5           First
Lien Collateral Agent as Gratuitous Bailee for Perfection.  (a)           The First Lien Collateral Agent
agrees to hold the Pledged Collateral that is part of the Common Collateral in
its possession or control (or in the possession or control of its agents or
bailees) as gratuitous bailee for the benefit and on behalf of the Junior  16


Lien Collateral Agent and each Junior Lien
Secured Party and any assignee thereof solely for the purpose of perfecting the
security interest granted in such Pledged Collateral pursuant to the Junior
Lien Security Documents, subject to the terms and conditions of this Section 5.5.  (b)           In the event that the First Lien
Collateral Agent (or its agent or bailees) has Lien filings against
intellectual property that is part of the Common Collateral that are necessary
for the perfection of Liens in such Common Collateral, the First Lien
Collateral Agent agrees to act under such filings and hold such Liens as
gratuitous bailee for the Junior Lien Collateral Agent and each Junior Lien
Secured Party and any assignee solely for the purpose of perfecting the
security interest granted in such Liens pursuant to the Junior Lien Security
Documents, subject to the terms and conditions of this Section 5.5.  (c)           Except as otherwise specifically
provided herein (including Sections 3.1 and 4.1), until the
Discharge of First Lien Obligations has occurred, the First Lien Collateral
Agent shall be entitled to deal with the Pledged Collateral in accordance with
the terms of the First Lien Documents as if the Liens under the Junior Lien
Documents did not exist. The rights of the Junior Lien Collateral Agent and the
Junior Lien Secured Parties with respect to such Pledged Collateral shall at
all times be subject to the terms of this Agreement.  (d)           The First Lien Collateral Agent shall
have no obligation whatsoever to any Junior Lien Representative or any Junior
Lien Secured Party to assure that the Pledged Collateral is genuine or owned by
the Grantors or to protect or preserve rights or benefits of any Person or any
rights pertaining to the Common Collateral except as expressly set forth in
this Section 5.5. The duties or responsibilities of the First Lien
Collateral Agent under this Section 5.5 shall be limited solely to
holding the Pledged Collateral as gratuitous bailee for the benefit and on
behalf of the Junior Lien Collateral Agent and each Junior Lien Secured Party
for purposes of perfecting the Lien held by the Junior Lien Secured Parties.  (e)           The First Lien Collateral Agent shall
not have by reason of the Junior Lien Documents or this Agreement or any other
document a fiduciary relationship in respect of any Junior Lien Collateral
Agent or any Junior Lien Secured Party and each of the Junior Lien Collateral
Agent, the Junior Lien Representatives and the Junior Lien Secured Parties
hereby waive and release the First Lien Collateral Agent from all claims and
liabilities arising pursuant to the First Lien Collateral Agents role under
this Section 5.5, as agent and gratuitous bailee with respect to
the Common Collateral.  (f)            Upon the Discharge of First Lien
Obligations, the First Lien Collateral Agent shall (x) deliver to the
Junior Lien Collateral Agent written notice of the occurrence thereof (which
notice may state that such Discharge of First Lien Obligations is subject to
the provisions of this Agreement, including Sections 5.1(a)(y), 5.6
and 6.3) (it being understood that until the delivery of such notice to
the Junior Lien Collateral Agent, the Junior Lien Collateral Agent shall not be
charged with knowledge of the Discharge of First Lien Obligations or required
to take any actions based on such Discharge of First Lien Obligations) and (y) deliver
to the Junior Lien Collateral Agent, to the extent required hereunder and that
it is legally permitted to do so, the remaining Pledged Collateral (if any)
together with any necessary endorsements (or otherwise allow the Junior Lien
Collateral Agent to obtain control of such Pledged Collateral) or as a court of
competent jurisdiction may otherwise direct. The Company  17


and each Grantor shall take
such further action as is required to effectuate the transfer contemplated
hereby and shall indemnify the First Lien Collateral Agent for loss or damage
suffered by the First Lien Collateral Agent as a result of such transfer except
for loss or damage suffered by the First Lien Collateral Agent as a result of
its own willful misconduct, gross negligence or bad faith. The First Lien
Collateral Agent has no obligation to follow instructions from the Junior Lien
Collateral Agent, any Junior Lien Representative or any Junior Lien Secured Party
in contravention of this Agreement.  (g)           Neither the First Lien Collateral
Agent nor the First Lien Secured Parties shall be required to marshal any
present or future collateral security for the Companys or its Subsidiaries
obligations to the First Lien Collateral Agent or the First Lien Secured
Parties under the Credit Agreement or the First Lien Documents or any assurance
of payment in respect thereof or to resort to such collateral security or other
assurances of payment in any particular order, and all of their rights in
respect of such collateral security or any assurance of payment in respect
thereof shall be cumulative and in addition to all other rights, however
existing or arising.  (h)           Notwithstanding the foregoing, the
First Lien Collateral Agent shall not have any obligation, duty or
responsibility to any Junior Lien Secured Party or any other Person to possess
or control (directly or indirectly), as bailee, agent or otherwise, any
Revolver Collateral at any time prior to the time that the Revolver Collateral
Agent has delivered such Revolver Collateral to the First Lien Collateral Agent
or has delivered such documents and endorsements as the First Lien Collateral
Agent reasonably requests to enable the First Lien Collateral Agent to obtain control
of such Revolver Collateral, in each case in connection with a Discharge of
Revolver Obligations (as defined in the Revolver Intercreditor Agreement). Upon
the First Lien Collateral Agents receipt of such Revolver Collateral or its
obtaining control thereof, in each case as reasonably determined by the First
Lien Collateral Agent, the provisions of Sections 5.5(a), (b), (d)and
(f)shall apply with respect thereto to the extent such Revolver
Collateral constitutes Pledged Collateral.  5.6           No
Release if Event of Reinstatement. If at any time in connection with or
after the Discharge of First Lien Obligations the Company either in connection
therewith or thereafter enters into any Refinancing of any First Lien Document
evidencing a First Lien Obligation, then such Discharge of First Lien
Obligations shall automatically be deemed not to have occurred for all purposes
of this Agreement, the First Lien Documents and the Junior Lien Documents, and
the obligations under such Refinancing shall automatically be treated as First
Lien Obligations for all purposes of this Agreement (a Reinstatement),
including for purposes of the Lien priorities and rights in respect of Common
Collateral set forth herein, the related documents shall be treated as First
Lien Documents for all purposes of this Agreement and the first lien collateral
agent under such Refinanced First Lien Documents shall be First Lien Collateral
Agent for all purposes of this Agreement. Upon receipt of a notice stating that
the Company has entered into a new First Lien Document (which notice shall
include the identity of the new collateral agent, such agent, the New Agent), the Junior Lien Collateral Agent and each
Junior Lien Representative shall promptly (at the expense of the Company) (a) enter
into such documents and agreements (including amendments or supplements to this
Agreement) as the Company or such New Agent shall reasonably request in order
to confirm to the New Agent the rights contemplated hereby, in each case
consistent in all material respects with the terms of this Agreement and (b) deliver
to the New Agent the Pledged Collateral together with any  18


necessary endorsements
(or otherwise allow the New Agent to obtain possession or control of such
Pledged Collateral). The Junior Lien Collateral Agent shall not be charged with
knowledge of such Reinstatement until it receives written notice from the First
Lien Collateral Agent, New Agent or the Company of the occurrence of such
Reinstatement.  SECTION 6. Insolvency or
Liquidation Proceedings.  6.1         Financing Issues.   The
Junior Lien Collateral Agent, each Junior Lien Representative and each other
Junior Lien Secured Party agree that if the Company or any other Grantor shall
be subject to any Insolvency or Liquidation Proceeding:  (a)           if the First Lien Collateral Agent
shall desire to permit the use of cash collateral or to permit the Company or
any other Grantor to obtain financing under Section 363 or Section 364
of the Bankruptcy Code or any similar provision in any Bankruptcy Law (DIP Financing), including if such DIP
Financing is secured by Liens senior in priority to the Liens securing Junior
Lien Obligations, then the Junior Lien Collateral Agent, for itself and on
behalf of each Junior Lien Representative and each applicable Junior Lien
Secured Party, agrees that it will raise no objection to, and will not support
any objection to, and will not otherwise contest such use of cash collateral or
DIP Financing and will not request adequate protection or any other relief in
connection therewith (except to the extent permitted by Section 6.2)
and, to the extent the Liens securing the First Lien Obligations are
subordinated or pari passu with such DIP
Financing, will subordinate its Liens in the Common Collateral and any other
collateral to such DIP Financing (and all obligations relating thereto) on the
same basis as the other Liens securing the Junior Lien Obligations are so
subordinated to Liens securing First Lien Obligations;  (b)           none of them will object to, or
otherwise contest (or support any other Person contesting), any motion for
relief from the automatic stay or from any injunction against foreclosure or
enforcement in respect of First Lien Obligations made by the First Lien Collateral
Agent or any First Lien Secured Party;  (c)           none of them will object to, or
otherwise contest (or support any other Person contesting), any order relating
to a sale of assets of the Company or any Grantor for which the First Lien
Collateral Agent has consented that provides, to the extent that sale is to be
free and clear of Liens, that the Liens securing the First Lien Obligations and
the Junior Lien Obligations will attach to the proceeds of the sale on the same
basis of priority as the existing Liens in accordance with this Agreement;  (d)           none of them will seek relief from
the automatic stay or any other stay in any Insolvency or Liquidation
Proceeding in respect of the Common Collateral, First Lien Collateral or any
other collateral, without the prior written consent of the First Lien
Collateral Agent;  (e)           none of them will object to, or
otherwise contest (or support any other Person contesting), (i) any
request by the First Lien Collateral Agent or any First Lien Secured Party for
adequate protection or (ii) any objection by the First Lien Collateral
Agent or  19


any First Lien Secured Party to
any motion, relief, action or proceeding based on the First Lien Collateral
Agents or such First Lien Secured Partys claiming a lack of adequate
protection;  (f)            none of them will assert or enforce
any claim under Section 506(c) of the Bankruptcy Code senior to or on
a parity with the Liens securing the First Lien Obligations for costs or
expenses of preserving or disposing of any Common Collateral or First Lien
Collateral;  (g)           none of them will oppose or otherwise
contest (or support any Person contesting) any lawful exercise by the First
Lien Collateral Agent or any First Lien Secured Party of the right to credit
bid First Lien Obligations at any sale of Common Collateral or First Lien
Collateral; and  (h)           none of them will challenge (or
support any other Person challenging) the validity, enforceability, perfection
or priority of the First Priority Liens on Common Collateral or First Lien
Collateral (and the First Lien Collateral Agent and the First Lien Secured
Parties agree not to challenge the validity, enforceability, perfection or
priority of the Liens in favor of the Junior Lien Collateral Agent and each
other Junior Lien Secured Party on the Common Collateral).  6.2           Adequate
Protection. The Junior Lien Collateral Agent, each Junior Lien
Representative and each other Junior Lien Secured Party agree that it will not
file or prosecute in any Insolvency or Liquidation Proceeding any motion for
adequate protection (or any comparable request for relief) based upon their
respective security interests in the Common Collateral, except that:  (1)           any of them may
freely seek and obtain relief granting a junior Lien coextensive in all
respects with, but subordinated to, all Liens granted in the Insolvency or
Liquidation Proceeding to, or for the benefit of, the First Lien Secured
Parties (and the First Lien Collateral Agent and the First Lien Secured Parties
agree not to object to the granting of such a junior Lien); and  (2)           any of them may
freely seek and obtain any relief upon a motion for adequate protection (or any
comparable relief), without any condition or restriction whatsoever, at any
time after the Discharge of First Lien Obligations.  6.3           Preference
Issues.   If any First Lien Secured Party is required in any
Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay
to the estate of the Company or any other Grantor (or any trustee, receiver or
similar person therefor), because the payment of such amount was declared to be
fraudulent or preferential in any respect or for any other reason, any amount
(a Recovery), whether received as
proceeds of security, enforcement of any right of setoff or otherwise, then as
among the parties hereto, the First Lien Obligations shall be deemed to be
reinstated to the extent of such Recovery and to be outstanding as if such
payment had not occurred and such First Lien Secured Party shall be entitled to
a reinstatement of First Lien Obligations with respect to all such recovered
amounts and shall have all rights hereunder. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full
force and effect, and such prior termination shall not  20


diminish, release,
discharge, impair or otherwise affect the obligations of the parties hereto. Any
Common Collateral or First Lien Collateral or proceeds thereof received by any
Junior Lien Secured Party prior to the time of such Recovery shall be deemed to
have been received prior to the Discharge of First Lien Obligations and subject
to the provisions of Section 4.2.  6.4           Application.  
This Agreement shall be applicable prior to and after the commencement of any
Insolvency or Liquidation Proceeding. All references herein to any Grantor
shall apply to any trustee for such Person and such Person as debtor in
possession. The relative rights as to the Common Collateral and other
collateral and proceeds thereof shall continue after the filing thereof on the
same basis as prior to the date of the petition, subject to any court order
approving the financing of, or use of cash collateral by, any Grantor.  6.5           Reorganization
Securities.   If, in any Insolvency or Liquidation Proceeding,
debt obligations of the reorganized debtor secured by Liens upon any property
of the reorganized debtor are distributed, pursuant to a plan of reorganization
or similar dispositive restructuring plan, both on account of First Lien
Obligations and on account of Junior Lien Obligations, then, to the extent the
debt obligations distributed on account of the First Lien Obligations and on
account of the Junior Lien Obligations are secured by Liens upon the same
property, the provisions of this Agreement will survive the distribution of
such debt obligations pursuant to such plan and will apply with like effect to
the Liens securing such debt obligations.  6.6         Post-Petition Interest.  (a)           Neither
the Junior Lien Collateral Agent nor any Junior Lien Secured Party shall oppose
or seek to challenge any claim by the First Lien Collateral Agent or any First
Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of
First Lien Obligations consisting of post-petition interest, fees or expenses.  (b)           Neither
the First Lien Collateral Agent nor any other First Lien Secured Party shall
oppose or seek to challenge any claim by the Junior Lien Collateral Agent or
any Junior Lien Secured Party for allowance in any Insolvency or Liquidation
Proceeding of Junior Lien Obligations consisting of post-petition interest,
fees or expenses to the extent of the value of the Lien in favor of the Junior
Lien Secured Parties on the Common Collateral (after taking into account the
Lien in favor of the First Lien Secured Parties).  6.7           Nature
of Obligations; Post-Petition Interest. The Junior Lien Collateral Agent
and each Junior Lien Representative, on behalf of the Junior Lien Secured
Parties, hereby acknowledges and agrees that (i) the Junior Lien Secured
Parties claims against the Company and/or any Grantor in respect of the Common
Collateral constitute junior claims separate and apart (and of a different
class) from the senior claims of the First Lien Secured Parties against the
Company and the Grantor in respect of the Common Collateral, (ii) the
First Lien Obligations include all interest that accrues after the commencement
of any Insolvency or Liquidation Proceeding of the Company or any Grantor at
the rate provided for in the applicable First Lien Documents governing the
same, whether or not a claim for post-petition interest is allowed or allowable
in any such Insolvency or Liquidation Proceeding and (iii) this Agreement
constitutes a subordination agreement under Section 510 of the
Bankruptcy Code. To further effectuate the intent of the parties as provided in
the immediately preceding sentence, if it is held that the  21


claims against the
Company or any Grantor in respect of the Common Collateral constitute only one
secured claim (rather than separate classes of senior and junior claims), then
the Junior Lien Collateral Agent and each Junior Lien Representative, on behalf
of the Junior Lien Secured Parties, hereby acknowledges and agrees that all
distributions pursuant to Section 4.1 or otherwise shall be made as
if there were separate classes of senior and junior secured claims against the
Company and the Grantors in respect of the Common Collateral (with the effect
being that, to the extent that the aggregate value of the Common Collateral is
sufficient (for this purpose ignoring all claims held by the Junior Lien
Collateral Agent on behalf of the Junior Lien Secured Parties), the First Lien
Secured Parties shall be entitled to receive, in addition to amounts
distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of post-petition interest at the relevant
contract rate (even though such claims may or may not be allowed in whole or in
part in the respective Insolvency or Liquidation Proceeding) before any
distribution is made in respect of the claims held by the Junior Lien
Collateral Agent, on behalf of the Junior Lien Secured Parties, with the Junior
Lien Collateral Agent, on behalf of the Junior Lien Secured Parties, hereby
acknowledging and agreeing to turn over to the holders of the First Lien
Obligations all amounts otherwise received or receivable by them to the extent
needed to effectuate the intent of this sentence even if such turnover of
amounts has the effect of reducing the amount of the claim of the Junior Lien
Secured Parties).  6.8           Proofs
of Claim.   Subject to the limitations set forth in this
Agreement, the First Lien Collateral Agent may file proofs of claim and other
pleadings and motions with respect to any First Lien Obligations, any Junior
Lien Obligations or the Common Collateral in any Insolvency or Liquidation
Proceeding. If a proper proof of claim has not been filed in the form required
in such Insolvency or Liquidation Proceeding at least ten (10) days prior
to the expiration of the time for filing thereof, the First Lien Collateral
Agent shall have the right (but not the duty) to file an appropriate claim for
and on behalf of the Junior Lien Secured Parties with respect to any of the
Junior Lien Obligations or any of the Common Collateral. In furtherance of the
foregoing, the Junior Lien Collateral Agent hereby appoints the First Lien
Collateral Agent as its attorney-in-fact, with full authority in the place and
stead of the Junior Lien Collateral Agent and full power of substitution and in
the name of the Junior Lien Secured Parties or otherwise, to execute and
deliver any document or instrument that the First Lien Collateral Agent is
required or permitted to deliver pursuant to this Section 6.8, such
appointment being coupled with an interest and irrevocable.  6.9           Plan
of Reorganization.   Without limiting the generality of any
provisions of this Agreement, any vote to accept, and any other act to support
the confirmation or approval of, any Non-Conforming Plan of Reorganization
shall be inconsistent with and accordingly, a violation of the terms of this
Agreement, and the First Lien Collateral Agent shall be entitled to have any such
vote to accept a Non-Conforming Plan of Reorganization dismissed and any such
support of any Non-Conforming Plan of Reorganization withdrawn.  SECTION 7. Reliance;
Waivers; etc.  7.1           Reliance.
The consent by the First Lien Secured Parties to the execution and delivery of
the Junior Lien Documents to which the First Lien Secured Parties have
consented and all loans and other extensions of credit made or deemed made on
and after the date hereof by the First Lien Secured Parties to the Company or
any Subsidiary shall be deemed  22


to have been given and
made in reliance upon this Agreement. The Junior Lien Collateral Agent and each
Junior Lien Representative, on behalf of itself and each applicable Junior Lien
Secured Party, acknowledges that it and the applicable Junior Lien Secured
Parties have, independently and without reliance on the First Lien Collateral
Agent or any First Lien Secured Parties, and based on documents and information
deemed by them appropriate, made their own credit analysis and decision to
enter into the applicable Junior Lien Document, this Agreement and the
transactions contemplated hereby and thereby and they will continue to make
their own credit decision in taking or not taking any action under the
applicable Junior Lien Document or this Agreement.  7.2         No Warranties or Liability.  
The Junior Lien Collateral Agent, on behalf of itself and each Junior Lien
Secured Party, acknowledges and agrees that neither the First Lien Collateral Agent
nor any First Lien Secured Parties has made any express or implied
representation or warranty, including with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any of the First
Lien Documents, the ownership of any Common Collateral or the perfection or
priority of any Liens thereon. The First Lien Secured Parties will be entitled
to manage and supervise their respective loans, notes and extensions of credit
under the First Lien Documents in accordance with law and as they may
otherwise, in their sole discretion, deem appropriate, and the First Lien
Secured Parties may manage their loans, notes and extensions of credit without
regard to any rights or interests that the Junior Lien Collateral Agent, any
Junior Lien Representatives or any of the Junior Lien Secured Parties have in
the Common Collateral or otherwise, except as otherwise provided in this
Agreement. Neither the First Lien Collateral Agent nor any First Lien Secured
Parties shall have any duty to the Junior Lien Collateral Agent, any Junior
Lien Representative or any Junior Lien Secured Party to act or refrain from
acting in a manner that allows, or results in, the occurrence or continuance of
an event of default or default under any agreements with the Company or any
Subsidiary thereof (including the Junior Lien Documents), regardless of any
knowledge thereof that they may have or be charged with. Except as expressly
set forth in this Agreement, the First Lien Collateral Agent, the First Lien
Secured Parties, the Junior Lien Collateral Agent and the Junior Lien Secured
Parties have not otherwise made to each other, nor do they hereby make to each
other, any warranties, express or implied, nor do they assume any liability to
each other with respect to (a) the enforceability, validity, value or
collectibility of any of the Junior Lien Obligations, the First Lien
Obligations or any guarantee or security which may have been granted to any of
them in connection therewith, (b) the Companys title to or right to
transfer any of the Common Collateral or (c) any other matter except as
expressly set forth in this Agreement.  7.3         Obligations Unconditional.  
All rights, interests, agreements and obligations of the First Lien Collateral
Agent and the First Lien Secured Parties, and the Junior Lien Collateral Agent
and the Junior Lien Secured Parties, respectively, hereunder shall remain in
full force and effect irrespective of:  (a)           any
lack of validity or enforceability of any First Lien Documents or any Junior Lien
Documents;  (b)           any
change in the time, manner or place of payment of, or in any other terms of,
all or any of the First Lien Obligations or Junior Lien Obligations, or any  23


amendment or waiver or other modification, including any increase in
the amount thereof, whether by course of conduct or otherwise, of the terms of
the Credit Agreement or any other First Lien Document or of the terms of the
Indenture or any other Junior Lien Document;  (c)           any
exchange of any security interest in any Common Collateral or any other
collateral, or any amendment, waiver or other modification, whether in writing
or by course of conduct or otherwise, of all or any of the First Lien
Obligations or Junior Lien Obligations or any guarantee thereof;  (d)           the
commencement of any Insolvency or Liquidation Proceeding in respect of the
Company or any other Grantor; or  (e)           any
other circumstances that otherwise might constitute a defense available to, or
a discharge of, the Company or any other Grantor in respect of the First Lien
Obligations or the Junior Lien Obligations in respect of this Agreement.  SECTION 8. Miscellaneous.  8.1           Conflicts.  
Subject to Section 8.19, in the event of any conflict between the
provisions of this Agreement and the provisions of any First Lien Document or
any Junior Lien Document, the provisions of this Agreement shall govern.  8.2           Continuing
Nature of This Agreement; Severability. Subject to Section 5.1(a)(y),
Section 5.6 and Section 6.3, this Agreement shall
continue to be effective until the Discharge of First Lien Obligations shall
have occurred or such later time as all the obligations in respect of the
Junior Lien Obligations shall have been paid in full. This is a continuing
agreement of lien subordination and the First Lien Secured Parties may
continue, at any time and without notice to the Junior Lien Collateral Agent or
any Junior Lien Secured Party, to extend credit and other financial
accommodations and lend monies to or for the benefit of the Company or any
other Grantor constituting First Lien Obligations in reliance hereon. The terms
of this Agreement shall survive, and shall continue in full force and effect,
in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.  8.3           Amendments;
Waivers. No amendment, modification or waiver of any of the provisions of
this Agreement by the Junior Lien Collateral Agent or the First Lien Collateral
Agent shall be deemed to be made unless the same shall be in writing signed by
or on behalf of the First Lien Collateral Agent and the Junior Lien Collateral
Agent or their respective authorized agents, and consented to in writing by the
Company, and each waiver, if any, shall be a waiver only with respect to the
specific instance involved and shall in no way impair the rights of the parties
making such waiver or the obligations of the other parties to such party in any
other respect or at any other time. Notwithstanding anything in this Section 8.3
to the contrary, this Agreement may be amended from time to time at the request
of the Company, at the Companys expense, and without the consent of First Lien
Collateral Agent, any First Lien Secured Party, the Junior Lien Collateral
Agent, any Junior Lien Representative or any Junior Lien Secured  24


Party to (i) provide
for a replacement First Lien Collateral Agent in accordance with the First Lien
Documents, provide for a replacement Junior Lien Collateral Agent in accordance
with the Junior Lien Documents and/or secure additional extensions of credit or
add other parties holding First Lien Obligations or Junior Lien Obligations to
the extent such Indebtedness does not expressly violate the First Lien
Documents or the Junior Lien Documents and (ii) in the case of such
additional Junior Lien Obligations, (a) establish that the Lien on the
Common Collateral securing such Junior Lien Obligations shall be junior and
subordinate in all respects to all Liens on the Common Collateral securing any
First Lien Obligations (at least to the same extent as (taken together as a
whole) the Liens on Common Collateral in favor of the Junior Lien Obligations
are junior and subordinate to the Liens on Common Collateral in favor of the
First Lien Obligations pursuant to this Agreement immediately prior to the
incurrence of such additional Junior Lien Obligations) and (b) provide to
the holders of such Junior Lien Obligations (or any agent or trustee thereof)
the comparable rights and benefits (including any improved rights and benefits
that have been consented to by the First Lien Collateral Agent) as are provided
to the Junior Lien Secured Parties under this Agreement. Such amendments adding
additional agents may be accomplished by delivering to the First Lien Collateral
Agent and the Junior Lien Collateral Agent an Additional
Party Addendum hereto substantially in the form of Exhibit A
hereto, accompanied by an Officers Certificate referred to below. Any such
additional party and agent shall be entitled to rely on the determination of
officers of the Company that such modifications do not expressly violate the
Credit Agreement, the other First Lien Documents, the Bridge Loan Agreement,
the other Junior Lien Documents and this Agreement if such determination is set
forth in an Officers Certificate delivered to such party, the First Lien
Collateral Agent and the Junior Lien Collateral Agent. For the avoidance of
doubt, unless otherwise agreed to among the Junior Lien Secured Parties, the
Junior Lien Collateral Agent shall for all purposes hereof act at the direction
of the Junior Lien Secured Parties holding a majority of then outstanding
Junior Lien Obligations.  8.4           Information
Concerning Financial Condition of the Company and the Subsidiaries.  
The First Lien Collateral Agent, the First Lien Secured Parties, the Junior
Lien Collateral Agent, each Junior Lien Representative and the Junior Lien
Secured Parties shall each be responsible for keeping themselves informed of (a) the
financial condition of the Company and the Subsidiaries and all endorsers
and/or guarantors of the First Lien Obligations or the Junior Lien Obligations
and (b) all other circumstances bearing upon the risk of nonpayment of the
First Lien Obligations or the Junior Lien Obligations. The First Lien
Collateral Agent, the First Lien Secured Parties, the Junior Lien Collateral
Agent, each Junior Lien Representative and the Junior Lien Secured Parties
shall have no duty to advise any other party hereunder of information known to
it or them regarding such condition or any such circumstances or otherwise. In
the event that the First Lien Collateral Agent, any First Lien Secured Party,
the Junior Lien Collateral Agent, any Junior Lien Representative or any Junior
Lien Secured Party, undertakes at any time or from time to time to provide any
such information to any other party, it or they shall be under no obligation (w) to
make, and the First Lien Collateral Agent, the First Lien Secured Parties, the
Junior Lien Collateral Agent, the Junior Lien Representatives and the Junior
Lien Secured Parties shall not make, any express or implied representation or
warranty, including with respect to the accuracy, completeness, truthfulness or
validity of any such information so provided, (x) to provide any additional
information or to provide any such information on any subsequent occasion, (y) to
undertake any investigation or (z) to disclose any  25


information that,
pursuant to accepted or reasonable commercial finance practices, such party
wishes to maintain confidential or is otherwise required to maintain
confidential.  8.5           Subrogation.  
The Junior Lien Collateral Agent and each Junior Lien Representative, on behalf
of itself and each applicable Junior Lien Secured Party, hereby waives any
rights of subrogation it may acquire as a result of any payment hereunder until
the Discharge of First Lien Obligations has occurred.  8.6           Application
of Payments.   Except as otherwise provided herein, all payments
received by the First Lien Secured Parties may be applied, reversed and
reapplied, in whole or in part, to such part of the First Lien Obligations by
the First Lien Secured Parties, in a manner consistent with the terms of the
First Lien Documents. Except as otherwise provided herein, the Junior Lien
Collateral Agent and each Junior Lien Representative, on behalf of itself and
each applicable Junior Lien Secured Party, assents to any such extension or
postponement of the time of payment of the First Lien Obligations or any part
thereof and to any other indulgence with respect thereto, to any substitution,
exchange or release of any security that may at any time secure any part of the
First Lien Obligations and to the addition or release of any other Person
primarily or secondarily liable therefor.  8.7           Consent
to Jurisdiction; Waivers.   The parties hereto consent to the
jurisdiction of any state or federal court located in New York, New York, and
consent that all service of process may be made by registered mail directed to
such party as provided in Section 8.8 for such party. Service so
made shall be deemed to be completed three days after the same shall be posted
as aforesaid. The parties hereto waive any objection to any action instituted
hereunder in any such court based on forum non conveniens,
and any objection to the venue of any action instituted hereunder in any such
court. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH
THE SUBJECT MATTER HEREOF.  8.8           Notices.
All notices to the First Lien Secured Parties and the Junior Lien Secured
Parties permitted or required under this Agreement may be sent to the Junior
Lien Collateral Agent, the First Lien Collateral Agent or the Junior Lien
Collateral Agent, respectively, as provided in the Credit Agreement, the other
relevant First Lien Document, the Bridge Loan Agreement or the other relevant
Junior Lien Document, as applicable. Unless otherwise specifically provided
herein, any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telecopied,
electronically mailed or sent by courier service or U.S. mail and shall be
deemed to have been given when delivered in person or by courier service, upon
receipt of a telecopy or electronic mail or upon receipt via U.S. mail
(registered or certified, with postage prepaid and properly addressed). For the
purposes hereof, the addresses of the parties hereto shall be asset forth below
each partys name on the signature pages hereto, or, as to each party, at
such other address as may be designated by such party in a written notice to
all of the other parties.  26


8.9           Further
Assurances.   The Junior Lien Collateral Agent, on behalf of
itself and each Junior Lien Secured Party, and the First Lien Collateral Agent,
on behalf of itself and each First Lien Secured Party, agrees that each of them
shall take such further action and shall execute and deliver to the First Lien
Collateral Agent and the First Lien Secured Parties such additional documents
and instruments (in recordable form, if requested) as the First Lien Collateral
Agent or the First Lien Secured Parties may reasonably request to effectuate
the terms of and the lien priorities contemplated by this Agreement.  8.10         Governing
Law.   This Agreement has been delivered and accepted at and
shall be deemed to have been made at New York, New York and shall be interpreted,
and the rights and liabilities of the parties bound hereby determined, in
accordance with the laws of the State of New York.  8.11         Binding
on Successors and Assigns.   This Agreement shall be binding upon
the First Lien Collateral Agent, the First Lien Secured Parties, the Junior
Lien Collateral Agent, the Junior Lien Representatives, the Junior Lien Secured
Parties, the Company, the Companys Subsidiaries consenting hereto and their
respective permitted successors and assigns.  8.12         Specific
Performance. The First Lien Collateral Agent may demand specific
performance of this Agreement. The Junior Lien Collateral Agent, on behalf of
itself and each Junior Lien Secured Party, hereby irrevocably waives any
defense based on the adequacy of a remedy at law and any other defense that
might be asserted to bar the remedy of specific performance in any action that
may be brought by the First Lien Collateral Agent.  8.13         Section Titles.
The section titles contained in this Agreement are and shall be without substantive
meaning or content of any kind whatsoever and are not a part of this Agreement.  8.14         Counterparts.
This Agreement may be executed in one or more counterparts, including by means
of facsimile or pdf file thereof, each of which shall be an original and all
of which shall together constitute one and the same document.  8.15         Authorization.
By its signature, each Person executing this Agreement on behalf of a party
hereto represents and warrants to the other parties hereto that it is duly
authorized to execute this Agreement. The First Lien Collateral Agent
represents and warrants that this Agreement is binding upon the First Lien
Secured Parties. The Junior Lien Collateral Agent and each Junior Lien
Representative represents and warrants that this Agreement is binding upon the
Junior Lien Secured Parties.  8.16         No
Third Party Beneficiaries; Successors and Assigns. This Agreement and the
rights and benefits hereof shall inure to the benefit of, and be binding upon,
each of the parties hereto and their respective successors and assigns and
shall inure to the benefit of each of, and be binding upon, the holders of
First Lien Obligations and Junior Lien Obligations. No other Person shall have
or be entitled to assert rights or benefits hereunder.  8.17         Effectiveness.
This Agreement shall become effective when executed and delivered by the
parties hereto. This Agreement shall be effective both before and after the
commencement of any Insolvency or Liquidation Proceeding. All references to the
Company or  27


any other Grantor shall
include the Company or any other Grantor as debtor and debtor-in-possession and
any receiver or trustee for the Company or any other Grantor (as the case may
be) in any Insolvency or Liquidation Proceeding.  8.18         First
Lien Collateral Agent and Junior Lien Collateral Agent.  It is
understood and agreed that (a) DBTCA is entering into this Agreement in
its capacity as collateral agent under the First Lien Security Agreement and
the Collateral Agency Agreement and the provisions of Section 6 of the
Collateral Agency Agreement applicable to the collateral agent thereunder shall
also apply to the First Lien Collateral Agent hereunder, (b) Deutsche Bank
Cayman is entering in this Agreement in its capacity as administrative agent
and collateral agent under the Bridge Loan Agreement, and the provisions of Article 7
of the Bridge Loan Agreement applicable to the administrative agent and
collateral agent thereunder shall also apply to the Junior Lien Collateral
Agent hereunder.  8.19         Relative
Rights.   Notwithstanding anything in this Agreement to the
contrary (except to the extent contemplated by Section 5.3(b)),
nothing in this Agreement is intended to or will (a) amend, waive or
otherwise modify the provisions of the Credit Agreement or any other First Lien
Document, or the Bridge Loan Agreement or any other Junior Lien Document or
permit the Company or any Subsidiary to take any action, or fail to take any
action, to the extent such action or failure would otherwise constitute a
breach of, or default under, the Credit Agreement or any other First Lien
Documents or the Bridge Loan Agreement or any other Junior Lien Documents, (b) change
the relative priorities of the First Lien Obligations or the Liens granted
under the First Lien Documents on the Common Collateral (or any other assets)
as among the First Lien Secured Parties, (c) otherwise change the relative
rights of the First Lien Secured Parties in respect of the Common Collateral as
among such First Lien Secured Parties or (d) obligate the Company or any
Subsidiary to take any action, or fail to take any action, if taking or failing
to take such action, as the case may be, would otherwise constitute a breach
of, or default under, the Credit Agreement or any other First Lien Document or
the Indenture or any other Junior Lien Document.  8.20         References.  
Notwithstanding anything to the contrary in this Agreement, any references
contained herein to any Section, clause, paragraph, definition or other
provision of the First Lien Document or Junior Lien Document (including any
definition contained therein) shall be deemed to be a reference to such
Section, clause, paragraph, definition or other provision as in effect on the
date of this Agreement; provided that
any reference to any such Section, clause, paragraph or other provision shall
refer to such Section, clause, paragraph or other provision of the applicable
First Lien Document or Junior Lien Document, as applicable (including any
definition contained therein), as amended or modified from time to time if such
amendment or modification has been made in accordance with the applicable First
Lien Document or Junior Lien Document.  8.21         Intercreditor
Agreements.   Notwithstanding anything to the contrary contained
in this Agreement, each party hereto agrees that the Junior Lien Secured
Parties (as among themselves) may enter into intercreditor agreements (or
similar arrangements) governing the rights, benefits and privileges as among
the Junior Lien Secured Parties in respect of the Common Collateral, this
Agreement and the other Junior Lien Documents, including as to application of
proceeds of the Common Collateral, voting rights, control of the Common  28


Collateral and waivers
with respect to the Common Collateral, in each case so long as the terms
thereof do not violate or conflict with the provisions of this Agreement or the
Indenture Documents. In any event, if a respective intercreditor agreement (or
similar arrangement) exists, the provisions thereof shall not be (or be
construed to be) an amendment, modification or other change to this Agreement
or any other First Lien Security Document or Junior Lien Security Document, and
the provisions of this Agreement and the other First Lien Security Documents
and Junior Lien Security Documents shall remain in full force and effect in
accordance with the terms hereof and thereof (as such provisions may be
amended, modified or otherwise supplemented from time to time in accordance
with the terms hereof and thereof, including to give effect to any
intercreditor agreement (or similar arrangement)). The provisions of this
Agreement are and are intended solely for the purpose of defining the relative
rights of the First Lien Secured Parties on the one hand and the Junior Lien
Secured Parties on the other hand. None of the Company, any Grantor or any
Subsidiary of the Company or any other creditor thereof shall have any rights
hereunder. Nothing in this Agreement is intended to or shall impair the
obligations of the Company or any other Grantor to pay the First Lien
Obligations and the Junior Lien Obligations as and when the same shall become
due and payable in accordance with their terms.  8.22         Acknowledgement.  
Each of the parties hereto acknowledges that the Revolver Collateral is subject
in all respects to the provisions of the Revolver Intercreditor Agreement. Notwithstanding
anything herein to the contrary, the liens and security interests granted to
the First Lien Collateral Agent pursuant to this Agreement and the exercise of
any right or remedy by the First Lien Collateral Agent hereunder are subject to
the limitations and provisions of the Revolver Intercreditor Agreement. In the
event of any conflict between the terms of the Revolver Intercreditor Agreement
and the terms of this Agreement, the terms of the Revolver Intercreditor
Agreement shall govern and control.  29


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.  DEUTSCHE
  BANK TRUST COMPANY
  AMERICAS, as First Lien Collateral AgentBy:
  /Kerry
  Warwicker/Name: Kerry WarwickerTitle: Vice PresidentBy:
  /Randy
  Kahn/Name: Randy KahnTitle: Vice President


DEUTSCHE
  BANK AG CAYMAN ISLANDS
  BRANCH, as Junior Lien Collateral AgentBy:
  /Marguerite
  Sutton/Name: Marguerite SuttonTitle: DirectorBy:
  /Carin
  Keegan/Name: Carin KeeganTitle: Vice President