Exhibit 10.45  EXECUTION VERSION  REVOLVER INTERCREDITOR AGREEMENT  THIS REVOLVER INTERCREDITOR AGREEMENT (as amended, supplemented,
restated or otherwise modified from time to time pursuant to the terms hereof,
this Agreement) is entered into as of February 22,
2007 among DEUTSCHE BANK AG NEW YORK BRANCH (Deutsche
Bank New York), in its capacity as First Lien Collateral Agent (as
defined below), DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA),
in its capacity as Second Lien Collateral Agent (as defined below), and
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (Deutsche Bank Cayman),
in its capacity as Third Lien Collateral Agent (as defined below).  Capitalized terms used herein but not
otherwise defined herein have the meanings set forth in Section 1 below.  RECITALS  A.            BUILDING MATERIALS
CORPORATION OF AMERICA, a Delaware corporation (the Company)
is 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 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 collateral monitoring agent,
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.  B.            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 Term Loan Agreement), among the Company and certain of its
Subsidiaries, the lenders party thereto from time to time, 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.  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 2007Notes)
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 NotesIndenture),
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, the 2008 Notes Indenture and the 2014 Notes Indenture, the Existing Indentures) among the Company, the Guarantors
identified therein and Wilmington Trust Company, as Trustee, pursuant to which
certain 7.75% senior notes (the 2014 Notes and
together with the 2007 Notes and the 2008 Notes, 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 Revolving Credit Agreement).  E.             Deutsche Bank New
York, as Administrative Agent for the Lenders and Agents party to the Term Loan
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:  ARTICLE 1DEFINITIONS  Section 1.1            Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth below:  Additional Party Addendum shall have
the meaning set forth in Section 7.4.  Affiliate shall mean, with respect to
any Person, any other Person directly or indirectly controlling, controlled by,
or under direct or indirect common control with such Person.  A Person shall be deemed to control a corporation
if such Person possesses, directly or indirectly, the power to direct or cause
the direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.  Agreement shall have the meaning set
forth in the recitals.  2


Bankruptcy Code shall mean Title 11 of
the United States Code.  Bridge Loan shall have the meaning set
forth in the recitals.  Bridge Loan Agreement shall have the
meaning set forth in the recitals.  Capital Stock shall mean, as to any
Person that is a corporation, the authorized shares of such Persons capital
stock, including all classes of common, preferred, voting and nonvoting capital
stock, and, as to any Person that is not a corporation or an individual, the
membership or other ownership interests in such Person, including the right to
share in profits and losses, the right to receive distributions of cash and
other property, and the right to receive allocations of items of income, gain,
loss, deduction and credit and similar items from such Person, whether or not
such interests include voting or similar rights entitling the holder thereof to
exercise Control over such Person, collectively with, in any such case, all
warrants, options and other rights to purchase or otherwise acquire, and all
other instruments convertible into or exchangeable for, any of the foregoing.  Collateral Agency Agreement shall have
the meaning set forth in the recitals.  Collateral Agent(s) means individually
the First Lien Collateral Agent, the Second Lien Collateral Agent or the Third
Lien Collateral Agent and collectively means the First Lien Collateral Agent,
the Second Lien Collateral Agent and the Third Lien Collateral Agent.  Common Collateral means all Collateral as defined in the First Lien Security Agreement.  Common Collateral Enforcement Actions
shall have the meaning set forth in Section 3.3.  Common Collateral Processing and Sale Period
shall have the meaning set forth in Section 3.3.  Comparable Subordinated Lien Security Document
shall mean, in relation to any Common Collateral subject to any Lien created
under any First Lien Document, those Subordinated Lien Security Documents that
create a Lien on the same Common Collateral (but only to the extent relating to
such Common Collateral), granted by the same Grantor.  Control shall mean the possession,
directly or indirectly, of the power (a) to vote 50% or more of the
securities having ordinary voting power for the election of directors (or any
similar governing body) of a Person, or (b) to direct or cause the
direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  The terms Controlling
and Controlled have meanings correlative
thereto.  Credit Documents shall mean the First
Lien Documents, the Second Lien Documents and the Third Lien Documents.  DBTCA shall have the meaning set forth
in the recitals.  3


Deposit Account has the meaning set
forth in the UCC.  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(a).  Discharge of First Lien Obligations
shall mean, except to the extent otherwise provided in Section 5.3,
payment in full in cash (except for contingent obligations) of all First Lien
Obligations and, with respect to letters of credit or letter of credit
guaranties outstanding under the First Lien Documents, delivery of cash
collateral or backstop letters of credit in respect thereof in a manner
consistent with the Revolving Credit Agreement, in each case after or
concurrently with the termination of all commitments to extend credit
thereunder, and the termination of all commitments of First Lien Secured
Parties under First Lien Documents; 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 (unless in connection with such
exchange, replacement or Refinancing all the First Lien Obligations are repaid
in full in cash (and the other conditions set forth in this definition prior to
the proviso are satisfied).  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.  Discharge of Second Lien Obligations
means Discharge of First Lien Obligations, as defined in the General
Intercreditor Agreement, as in effect on the date hereof.  Disposition has the meaning set forth
in Section 2.4(b).  Enforcement Notice shall mean a
written notice delivered by the Second Lien Collateral Agent to the First Lien
Collateral Agent announcing the commencement of an Exercise of Secured Creditor
Remedies.  Event of Default shall mean an Event
of Default under the Revolving Credit Agreement, the Term Loan Agreement, the
Existing Indentures or the Bridge Loan Agreement.  Exercise Any Secured Creditor Remedies
or Exercise of Secured CreditorRemedies
shall mean, except as otherwise provided in the final sentence of this
definition:  (a)           the taking by any Secured Party of
any action to enforce or realize upon any Lien on Common Collateral, including
the institution of any foreclosure proceedings or the noticing of any public or
private sale pursuant to Article 9 of the Uniform Commercial Code;  (b)           the exercise by any Secured Party of
any right or remedy provided to a secured creditor on account of a Lien on
Common Collateral under any of the  4


Credit Documents, under applicable law, in an
Insolvency Proceeding or otherwise, including the election to retain any of the
Common Collateral in satisfaction of a Lien;  (c)           the taking of any action by any
Secured Party or the exercise of any right or remedy by any Secured Party in
respect of the collection on, set off against, marshaling of, injunction
respecting or foreclosure on the Common Collateral or the Proceeds thereof;  (d)           the appointment on the application of
a Secured Party, of a receiver, receiver and manager or interim receiver of all
or part of the Common Collateral;  (e)           the sale, lease, license, or other
disposition of all or any portion of the Common Collateral by private or public
sale conducted by a Secured Party or any other means at the direction of a
Secured Party permissible under applicable law; or  (f)            the exercise of any other right of a
secured creditor under Part 6 of Article 9 of the Uniform Commercial
Code in respect of Common Collateral.  For
the avoidance of doubt, none of the following shall be deemed to constitute an
Exercise of Secured Creditor Remedies: (i) the filing a proof of claim in
bankruptcy court or seeking adequate protection, (ii) the exercise of
rights by the First Lien Collateral Agent to obtain cash dominion (as defined
in the Revolving Credit Agreement), including, without limitation, the
notification of account debtors, depository institutions or any other Person to
deliver proceeds of Common Collateral to the First Lien Collateral Agent
(unless and until the Lenders under the Revolving Credit Agreement cease to
extend credit to the Borrowers thereunder, in which event an Exercise of
Secured Creditor Remedies shall be deemed to have occurred), (iii) the
consent by a Secured Party to a sale or other disposition by any Grantor of any
of its assets or properties, (iv) the acceleration of all or a portion of
the First Lien Obligations or any Subordinated Lien Obligations, (v) the
reduction of the borrowing base, advance rates or sublimits by the
Administrative Agent under the Revolving Credit Agreement, the First Lien
Collateral Agent and the Lenders under the First Lien Credit Agreement, (vi) the
imposition of reserves in the determination of Loan Value (as defined in the
Revolving Credit Agreement) by the Administrative Agent under the Revolving
Credit Agreement, or (vii) an account ceasing to be an Eligible
Receivable under the Revolving Credit Agreement.  For the avoidance of doubt, the actions
permitted by Sections 2.3(b), 2.4(a)and 3.1 shall
not be deemed to be an Exercise of Secured Creditor Remedies.  Existing Indentures
shall have the meaning set forth in the recitals.  First Lien Collateral Agent shall mean
Deutsche Bank New York, in its capacity as collateral monitoring agent for the
lenders and other secured parties under the Revolving Credit Agreement and the
other First Lien Documents entered into pursuant to the Revolving Credit
Agreement, together with its successors and permitted assigns under the
Revolving Credit Agreement exercising substantially the same rights and powers;
provided,however,that, if such  5


First Lien Collateral Agent is not Deutsche Bank New York, 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 credit,
guarantee and security documents governing the First Lien Obligations,
including, without limitation, the Revolving Credit Agreement and the First
Lien Security Documents and agreements in respect of Cash Management Services
(as defined in the Revolving Credit Agreement as in effect on the date hereof)
and Secured Hedge Agreements (as defined in the Revolving Credit Agreement as
in effect on the date hereof).  First Lien Obligations shall mean all Secured
Obligations as defined in the First Lien Security Agreement.  First Lien Security Agreement means
the Security Agreement (as defined in the Revolving Credit Agreement).  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 Lien Secured Parties means Secured
Parties as defined in the Revolving Credit Agreement.  General Intercreditor Agreement means
that certain General Intercreditor Agreement dated the date hereof among the
Second Lien Collateral Agent and the Third Lien Collateral Agent, as the same
may be amended, restated, modified or waived from time to time.  Governmental Authority shall mean any
nation or government, any state or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.  Grantors shall mean the Company and
each Subsidiary that has executed and delivered a First Lien Security Document,
a Second Lien Security Document or a Third Lien Security Document.  Indebtedness shall mean and include
all obligations that constitute Indebtedness or Debt, as the case may be,
within the meaning of the Revolving Credit Agreement, the Term Loan Agreement,
the Existing Indentures or the Bridge Loan Agreement.  Insolvency Proceeding shall mean:  (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  6


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.  Lien shall mean any mortgage, pledge,
security interest, hypothecation, assignment, lien (statutory or other) or
similar encumbrance (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement or any lease in the nature
thereof).  Lien Priority shall mean with respect
to any Lien of the First Lien Collateral Agent, the First Lien Secured Parties,
the Second Lien Collateral Agent, the Second Lien Secured Parties, the Third
Lien Collateral Agent or the Third Lien Secured Parties in the Common
Collateral, the order of priority of such Lien as specified in Section 2.1.  Non-Revolver Collateral means all Collateral as defined in the Second Lien Security Documents
other than Common Collateral.  Non-Revolver Collateral Agent means First Lien Collateral Agent as defined in the General
Intercreditor Agreement.  Non-Revolver Collateral Enforcement Action
shall have the meaning set forth in Section 3.3.  Non-Revolver Collateral Enforcement Action Notice
shall have the meaning as set forth in Section 3.3.  Officers Certificate shall have the
meaning set forth in the Existing Indentures.  Party shall mean the First Lien
Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral
Agent, and Parties shall mean collectively
the First Lien Collateral Agent, the Second Lien Collateral Agent and the Third
Lien Collateral Agent.  Payment Discharge shall have the
meaning set forth in Section 2.4.  Person shall mean an individual,
partnership, corporation, limited liability company, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.  Proceeds shall mean (a) all proceeds,
as defined in Article 9 of the Uniform Commercial Code, with respect to
the Common Collateral, and (b) whatever is recoverable or  7


recovered when any Common Collateral is sold, exchanged, collected, or
disposed of, whether voluntarily or involuntarily.  Recovery shall have the meaning set
forth in Section 5.3.  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 original instrument
giving rise to such indebtedness has been terminated. Refinanced
and Refinancing have correlative meanings.  Revolving Credit Agreement shall have
the meaning set forth in the recitals.  Second Lien Collateral Agent shall
mean DBTCA, in its capacity as collateral agent for the lenders and other
secured parties under the Term Loan Agreement and the holders of the Existing
Notes pursuant to the Collateral Agency Agreement, together with its successors
and permitted assigns in such capacity; provided, however,that, if such
Second Lien Collateral Agent is not DBTCA, such Second Lien Collateral Agent
shall have become a party to this Agreement and the other applicable Second
Lien Security Documents.  Second Lien Documents means the
indentures, loan, guarantee and security documents governing the Second Lien
Obligations, including, without limitation, the Term Loan Agreement, the
Existing Indentures, Secured Hedge Agreements (as defined in the Term Loan
Agreement) and the Second Lien Security Documents.  Second Lien Enforcement Date means the
date which is 180 days after the occurrence of both (i) a continuing Event
of Default (under the Term Loan Agreement or the Existing Indentures) and (ii) the
First Lien Collateral Agents receipt of an Enforcement Notice from the Second
Lien Collateral Agent, provided, however,that the
Second Lien Enforcement Date shall be stayed and shall not occur (or be deemed
to have occurred) (A) at any time the First Lien Collateral Agent or the
First Lien Secured Parties have commenced and are diligently pursuing
enforcement action against the Common Collateral, (B) at any time that any
Grantor is then a debtor under or with respect to (or otherwise subject to any
Insolvency Proceeding), or (C) if the Event of Default under any of the
Second Lien Documents is waived or cured in accordance with the terms of the
Term Loan Agreement or the Existing Indentures.  Second Lien Obligations shall mean all
Secured Obligations as defined in the Second Lien Security Agreement and the
Existing Indentures.  Second Lien Secured Parties means, at
any relevant time, the holders of Second Lien Obligations at such time,
including the lenders and agents under the Term Loan Agreement, the noteholders
and trustees under the Existing Indentures, hedge banks providing the Secured
Hedge Agreements (as defined in the Term Loan Agreement) and the Second Lien
Collateral Agent.  8


Second 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).  Second Lien Security Documents means
the Second Lien Security Agreement and any other agreement, document or
instrument pursuant to which a Lien is granted or purported to be granted
securing Second Lien Obligations or under which rights or remedies with respect
to such Liens are governed.  Secured Parties shall mean the First
Lien Secured Parties, the Second Lien Secured Parties and the Third Lien
Secured Parties.  Subordinated Lien Collateral Agents
means the Second Lien Collateral Agent and the Third Lien Collateral Agent,
collectively.  Subordinated Lien Documents means,
collectively, the Second Lien Documents and the Third Lien Documents.  Subordinated Lien Obligations means,
collectively, the Second Lien Obligations and the Third Lien Obligations.  Subordinated Lien Secured Parties
means, collectively, the Second Lien Secured Parties and the Third Lien Secured
Parties.  Subordinated Lien Security Documents
means, collectively, the Second Lien Security Documents and the Third Lien
Security Documents.  Subsidiary shall mean any Subsidiary
of the Company as defined in the Credit Documents.  Term Loan Agreement shall have the
meaning set forth in the recitals.  Third Lien Collateral Agent shall mean
(i) so long as Third Lien Obligations are outstanding under the Bridge
Loan Agreement, Deutsche Bank Cayman, in its capacity as collateral agent for
the lenders and other secured parties under the Bridge Loan Agreement and the
other security documents thereunder, together with its successors and permitted
assigns under the Bridge Loan Agreement exercising substantially the same
rights and powers; provided, however, that, if such
Third Lien Collateral Agent is not Deutsche Bank Cayman, such Third Lien
Collateral Agent shall have become a party to this Agreement and the other
applicable Third Lien Security Documents and (ii) any time thereafter,
such agent or trustee as is designated Third Lien Collateral Agent by the
Third Lien Secured Parties holding a majority in principal amount of the Third
Lien Obligations then outstanding or pursuant to such other arrangement as
agreed to among the holders of Third Lien Obligations.  Third Lien Documents means the credit
documents and security documents governing the Third Lien Obligations,
including, without limitation, the Bridge Loan Agreement and the related Third
Lien Security Documents.  9


Third Lien Obligations means Secured
Obligations as defined in the Security Agreement (as defined in the Bridge
Loan Agreement), obligations with respect to any Indebtedness that Refinances
the Obligations (as defined in the Bridge Loan Agreement) under the Bridge Loan
Agreement and obligations with respect to other Indebtedness permitted to be
incurred under the Bridge Loan Agreement, the Term Loan Agreement, the Existing
Indentures and the Revolving Credit 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 Bridge Loan Agreement, the Term
Loan Agreement, the Existing Indentures and the Revolving Credit Agreement); provided,however,that the holders of such Indebtedness or their Third Lien
Representative is a party to the Third Lien Security Documents in accordance
with the terms thereof and has appointed the Third Lien Collateral Agent as
collateral agent for such holders of Third Lien Obligations with respect to all
or a portion of the Common Collateral.  Third Lien Representative means any
duly authorized representative of any holders of Third Lien Obligations which
representative is a party to the Third Lien Documents.  Third Lien Secured Parties means (i) so
long as the Bridge Loan is outstanding, the lenders and agents under the Bridge
Loan Agreement, (ii) the Third Lien Collateral Agent, (iii) the
holders from time to time of any other Third Lien Obligations, and (iv) each
Third Lien Representative.  Third Lien Security Documents means
the Security Agreement (as defined in the Bridge Loan Document) and any
agreement, document or instrument pursuant to which a Lien is granted or purported
to be granted securing Third 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
Third Lien Secured Parties.  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.  Uniform Commercial Code or UCC shall mean the Uniform Commercial Code as the same may,
from time to time, be in effect in the State of New York; provided,
however, that to the extent that the Uniform Commercial Code is used
to define any term in any security document and such term is defined
differently in differing Articles of the Uniform Commercial Code, the
definition of such term contained in Article 9 shall govern; provided, further, that
in the event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection, publication or priority of, or remedies with respect
to, Liens of any Party is governed by the Uniform Commercial Code or foreign
personal property security laws as enacted and in effect in  10


a jurisdiction other than the State of New York, the term Uniform
Commercial Code will mean the Uniform Commercial Code or such foreign personal
property security laws as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to
such provisions.  Section 1.2            Rules of Construction.  Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references
to the singular include the plural, the term including is not limiting and
shall be deemed to be followed by the phrase without limitation, and the term
or has, except where otherwise indicated, the inclusive meaning represented
by the phrase and/or.  The words hereof,
herein, hereby, hereunder, and similar terms in this Agreement refer to
this Agreement as a whole and not to any particular provision of this
Agreement.  Article, section, subsection,
clause, schedule and exhibit references herein are to this Agreement unless
otherwise specified.  Any reference in
this Agreement to any agreement, instrument, or document shall include all
alterations, amendments, changes, restatements, extensions, modifications,
renewals, replacements, substitutions, joinders, and supplements thereto and
thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, restatements, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein to any Person shall be
construed to include such Persons successors and assigns.  Any reference herein to the repayment in full
of an obligation shall mean the payment in full in cash of such obligation, or
in such other manner as may be approved in writing by the requisite holders or
representatives in respect of such obligation, or in such other manner as may
be approved by the requisite holders or representatives in respect of such
obligation.  ARTICLE 2LIEN PRIORITY SECTION  Section 2.1            Priority
of Liens.  (a)           Notwithstanding (i) the date, time, method, manner,
or order of grant, attachment, or perfection of any Liens granted to the First
Lien Collateral Agent or the First Lien Secured Parties in respect of all or
any portion of the Common Collateral or of any Liens granted to any
Subordinated Lien Collateral Agent or any Subordinated Lien Secured Parties in
respect of all or any portion of the Common Collateral, and regardless of how
any such Lien was acquired (whether by grant, statute, operation of law,
subrogation or otherwise), (ii) the order or time of filing or recordation
of any document or instrument for perfecting the Liens in favor of the First
Lien Collateral Agent or any Subordinated Lien Collateral Agent (or the First
Lien Secured Parties or any of the Subordinated Lien Secured Parties) on any
Common Collateral, (iii) any provision of the Uniform Commercial Code, the
Bankruptcy Code or any other applicable law, or of any of the First Lien
Documents or any of the Subordinated Lien Documents, or (iv) whether the
First Lien Collateral Agent or any Subordinated Lien Collateral Agent, in each
case, either directly or through agents, holds possession of, or has control
over, all or any part of the Common Collateral, the First Lien Collateral
Agent, on behalf of itself and the First Lien Secured Parties, the Second Lien
Collateral Agent, on behalf of itself the Second Lien Secured Parties and the
Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured
Parties, hereby agree that:  11


(1)           any
Lien in respect of all or any portion of the Common Collateral now or hereafter
held by or on behalf of any Subordinated Lien Collateral Agent or any
Subordinated Lien Secured Party that secures all or any portion of the
Subordinated Lien Obligations shall in all respects be junior and subordinate
to all Liens granted to the First Lien Collateral Agent and the First Lien
Secured Parties on the Common Collateral; and  (2)           any
Lien in respect of all or any portion of the Common Collateral now or hereafter
held by or on behalf of the First Lien Collateral Agent or any First Lien
Secured Party that secures all or any portion of the First Lien Obligations
shall in all respects be senior and prior to all Liens granted any Subordinated
Lien Collateral Agent or Subordinated Lien Secured Party on the Common
Collateral.  Each
Subordinated Lien Collateral Agent, for and on behalf of itself and each
applicable Subordinated Lien Secured Party, expressly agrees that any Lien
purported to be granted on any 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 Subordinated
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.  (b)           The First Lien Collateral Agent, for and on behalf of
itself and the First Lien Secured Parties, acknowledges and agrees that,
concurrently herewith, the Second Lien Collateral Agent, for the benefit of
itself and the Second Lien Secured Parties, and the Third Lien Collateral
Agent, for the benefit of itself and the Third Lien Secured Parties, have each
been granted Liens upon all of the Common Collateral in which the First Lien
Collateral Agent has been granted Liens and the First Lien Collateral Agent
hereby consents thereto.  The
subordination of Liens by the Subordinated Lien Collateral Agents in favor of
the First Lien Collateral Agent as set forth herein shall not be deemed to
subordinate the respective Liens of the Subordinated Lien Collateral Agents or
the Subordinated Lien Secured Parties to Liens securing any other obligations
other than the First Lien Obligations (subject to the General Intercreditor
Agreement).  Section 2.2            Waiver
of Right to Contest Liens.  (a)           Each of (x) the Second Lien Collateral Agent, for and
on behalf of itself and the Second Lien Secured Parties, and (y) the Third
Lien Collateral Agent, for and on behalf of itself and the Third Lien Secured
Parties, severally agrees that it shall not (and hereby waives any right to)
take any action to contest or challenge (or assist or support any other Person
in contesting or challenging), directly or indirectly, whether or not in any
proceeding (including in any Insolvency Proceeding), the validity, priority,
enforceability, or perfection of the Liens of the First Lien Collateral Agent
and the First Lien Secured Parties in respect of Common Collateral or the
provisions of this Agreement.  Except to
the extent expressly set forth in this Agreement, each of the (x) Second
Lien Collateral Agent, for itself and on behalf of the Second Lien Secured
Parties, and (y) the Third Lien Collateral Agent, for itself and on behalf
of the Third Lien Secured Parties, severally agrees that it will not take any
action that would interfere with any Exercise of Secured Creditor Remedies
undertaken by the First Lien Collateral Agent or any First Lien Secured Party
under the First Lien Documents with respect to the Common Collateral.  12


Except to the extent expressly set forth in this Agreement, each of (x) the
Second Lien Collateral Agent, for itself and on behalf of the Second Lien
Secured Parties, and (y) the Third Lien Collateral Agent, for itself and
the Third Lien Secured Parties, hereby waives any and all rights it may have as
a junior lien creditor or otherwise to contest, protest, object to, or
interfere with the manner in which the First Lien Collateral Agent or any First
Lien Secured Party seeks to enforce its Liens in any Common Collateral.  (b)           The First Lien Collateral Agent, for and on behalf of
itself and the First Lien Secured Parties, agrees that it and they shall not
(and hereby waives any right to) take any action to contest or challenge (or
assist or support any other Person in contesting or challenging), directly or
indirectly, whether or not in any proceeding (including in any Insolvency
Proceeding), the validity, priority, enforceability, or perfection of the
respective Liens of the Subordinated Lien Collateral Agents or the Subordinated
Lien Secured Parties in respect of the Common Collateral or the provisions of
this Agreement.  Section 2.3            Remedies
Standstill.  (a)           Each of (x) the Second Lien Collateral Agent, on
behalf of itself and the Second Lien Secured Parties, and (y) the Third
Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties,
severally agrees that, from the date hereof until the date upon which the
Discharge of First Lien Obligations shall have occurred, (x) neither the
Second Lien Collateral Agent nor any Second Lien Secured Party and (y) neither
the Third Lien Collateral Agent nor any Third Lien Secured Party will Exercise
Any Secured Creditor Remedies with respect to any Common Collateral without the
written consent of the First Lien Collateral Agent, and will not take, receive
or accept any Proceeds of Common Collateral, it being understood and agreed
that the temporary deposit of Proceeds of Common Collateral in a Deposit
Account controlled by any Subordinated Lien Collateral Agent shall not
constitute a breach of this Agreement so long as such Proceeds are promptly
remitted to the First Lien Collateral Agent; provided,
however,that, subject to Section 4.1(b), upon the
occurrence of the Second Lien Enforcement Date, the Second Lien Collateral
Agent acting on behalf of itself and the Second Lien Secured Parties may
exercise such remedies without such prior written consent of any other
Collateral Agent.  From and after the
date upon which the Discharge of First Lien Obligations shall have occurred
(or, with respect to the Second Lien Collateral Agent, acting on behalf of
itself and the Second Lien Secured Parties, prior thereto upon the occurrence
of the Second Lien Enforcement Date), the Subordinated Lien Collateral Agents
or any Subordinated Lien Secured Party may Exercise Any Secured Creditor
Remedies under the applicable Subordinated Lien Documents or applicable law as
to any Common Collateral.  (b)           Notwithstanding the provisions of Section 2.3(a) or
any other provision of this Agreement, nothing contained herein shall be
construed to prevent any Collateral Agent or any Secured Party from (i) filing
a claim or statement of interest with respect to the First Lien Obligations or
Subordinated Lien Obligations owed to it in any Insolvency Proceeding commenced
by or against any Grantor, (ii) taking any action (not adverse to the
priority status of the Liens of the other Collateral Agents or other Secured
Parties on the Common Collateral in which such other Collateral Agents or other
Secured Parties has a priority Lien or the rights of the other Collateral
Agents or any of the other Secured Parties to exercise remedies in respect
thereof) in order to create, perfect, preserve or protect (but not enforce) its
Lien on any Common  13


Collateral, (iii) filing any necessary or responsive pleadings in
opposition to any motion, adversary proceeding or other pleading filed by any
Person objecting to or otherwise seeking disallowance of the claim or Lien of
such Collateral Agent or Secured Party, (iv) filing any pleadings,
objections, motions, or agreements which assert rights available to unsecured
creditors of the Grantors arising under any Insolvency Proceeding or applicable
non-bankruptcy law, (vi) voting on any plan of reorganization or file any
proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting
to the proposed retention of collateral by any other Agent or any other Secured
Party in full or partial satisfaction of any First Lien Obligations or
Subordinated Lien Obligations due to such other Collateral Agent or Secured
Party, in each case (i) through (vii) above to the
extent not inconsistent with, or could not result in a resolution inconsistent
with, the terms of this Agreement.  (c)           Subject to Section 2.3(b), (i) each
Subordinated Lien Collateral Agent, for itself and on behalf of the applicable
Subordinated Lien Secured Parties, agrees that neither it nor any such
Subordinated 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, including any sale,
lease, exchange, transfer or other disposition of Common Collateral, whether by
foreclosure or otherwise, and (ii) each Subordinated Lien Collateral
Agent, for itself and on behalf of the applicable Subordinated Lien Secured
Parties, hereby waives any and all rights it or any such Subordinated 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 Common 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 Subordinated Lien Secured
Parties.  (d)           Each Subordinated Lien Collateral Agent, for itself and on
behalf of the applicable Subordinated Lien Secured Parties, hereby acknowledges
and agrees that no covenant, agreement or restriction contained in any
applicable Subordinated 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 Common Collateral as set forth in this
Agreement and the First Lien Documents.  (e)           Subject to Section 2.3(b), each Subordinated
Lien Collateral Agent, for itself and on behalf of the applicable Subordinated
Lien Secured Parties, 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.  (f)            Notwithstanding the foregoing, clauses (c), (d) and
(e) of this Section 2.3 shall not apply to the Second
Lien Collateral Agent or the Second Lien Secured Parties from and after the
occurrence of the Second Lien Enforcement Date.  14


Section 2.4            Exercise
of Rights.  (a)           No Other
Restrictions.  Except as otherwise
expressly set forth inSection 2.1(a), Section 2.2(a),
Section 2.3,
Section 3.5
and Article 6,
each Subordinated Lien Collateral Agent and Subordinated Lien Secured Party may
exercise rights and remedies as an unsecured creditor against the Company or
any Subsidiary that has guaranteed or is otherwise obligated in respect of the
applicable Subordinated Lien Obligations in accordance with the terms of the
applicable Subordinated Lien Documents and applicable law.  Nothing in this Agreement shall prohibit the
receipt by any Subordinated Lien Collateral Agent or Subordinated 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 any
Subordinated Lien Collateral Agent or Subordinated Lien Secured Party of rights
or remedies as a secured creditor in respect of Common Collateral or
enforcement in contravention of this Agreement of any Lien in respect of
Subordinated Lien Obligations held by any of them or in any Insolvency
Proceeding. In the event any Subordinated Lien Collateral Agent or Subordinated
Lien Secured Party becomes a judgment lien creditor or other secured creditor
in respect of Common Collateral as a result of its enforcement of its rights as
an unsecured creditor in respect of Subordinated 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 Subordinated
Lien Obligations are so subordinated to such Liens securing First Lien
Obligations under this Agreement. Nothing in this Agreement impairs or
otherwise adversely affects any rights or remedies the First Lien Collateral
Agent or the First Lien Secured Parties may have with respect to the Common
Collateral.  Furthermore, subject to Section 3.3,
for the avoidance of doubt, nothing in this Agreement shall restrict any right
any Subordinated Lien Secured Party may have (secured or otherwise) in any
property or asset of any Grantor that does not constitute Common Collateral.  (b)           Release of Liens.  If, at any time any Grantor or any First Lien Secured Party delivers
notice to the Subordinated Lien Collateral Agents with respect to any specified
Common Collateral 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, the Second Lien Documents and the Third Lien Documents;
or  (B)           the First Lien Secured Parties are
releasing or have released their Liens on such Common Collateral in connection
with a Disposition in connection with an Exercise of Secured Creditor Remedies
with respect to such Common Collateral; or  (C)           the Liens securing the First Lien
Obligations thereon are otherwise released 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 2.4(b) 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  15


connection with any such
foreclosure or exercise of remedies, a Payment Discharge)),  then
the Liens upon such Common Collateral (and any other Common Collateral where
notice of a Disposition is not required) securing Subordinated Lien Obligations
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 that in the case of clause (B)or
(C) of this Section 2.4(b), the Liens on any Common
Collateral disposed of in connection with an Exercise of Secured Creditor
Remedies thereon shall be automatically released but any proceeds thereof not
applied to repay First Lien Obligations shall be subject to the respective
Liens securing Subordinated Lien Obligations and shall be applied pursuant to Section 4.1).  Upon delivery to the Subordinated Lien
Collateral Agents 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, each such Subordinated Lien Collateral Agent shall, at the
Companys expense, promptly 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. Each Subordinated Lien Collateral Agent hereby appoints the First Lien
Collateral Agent and any officer or duly authorized person of the First Lien
Collateral Agent, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power of attorney in the place and stead
of such Subordinated Lien Collateral Agent and in the name of such Subordinated
Lien Collateral Agent or in the First Lien Collateral Agents own name, from
time to time, in the First Lien Collateral Agents sole discretion, for the
purposes of carrying out the terms of this paragraph, to take any and all
appropriate action and to execute and deliver any and all documents and
instruments as may be necessary or desirable to accomplish the purposes of this
paragraph, including any financing statements, endorsements, assignments,
releases or other documents or instruments of transfer (which appointment,
being coupled with an interest, is irrevocable).  (c)           In the event of a Payment Discharge, the Liens securing
the Second Lien Obligations 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 Subordinated Lien Secured Parties referred to in Section 7.15).  Section 2.5            No
New Liens.  Until the date upon which the Discharge of First Lien
Obligations shall have occurred, the parties hereto agree that no Subordinated
Lien Secured Party shall acquire or hold any Lien on any assets of any Grantor
constituting Common Collateral, securing any Subordinated Lien Obligation, if
such assets are not also subject to the Lien of the First Lien Collateral Agent
under the First Lien Documents (and subject to the Lien Priority contemplated
herein).  If any Subordinated Lien
Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien
on any such assets securing any Subordinated Lien Obligation, which assets are
not also subject to the Lien of the First Lien Collateral Agent under the First
Lien Documents, subject to the Lien Priority set forth herein, then the
applicable Subordinated Lien Collateral  16


Agent (or the applicable Subordinated Lien Secured Party) shall,
without the need for any further consent of any other Subordinated Lien Secured
Party and notwithstanding anything to the contrary in any other Subordinated
Lien Document, be deemed to also hold and have held such Lien as agent or
bailee 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 the existence of such Lien.  Section 2.6            Waiver
of Marshalling.  Until the Discharge of the First Lien Obligations, each Subordinated
Lien Collateral Agent, on behalf of itself and the applicable Subordinated Lien
Secured Parties, agrees not to assert and hereby waives, to the fullest extent
permitted by law, any right to demand, request, plead or otherwise assert or
otherwise claim the benefit of, any marshalling, appraisal, valuation or other
similar right that may otherwise be available under applicable law with respect
to the Common Collateral or any other similar rights a junior secured creditor
may have under applicable law.  ARTICLE 3ACTIONS OF THE PARTIES  Section 3.1            Certain Actions Permitted.  The Subordinated Lien Collateral Agents and
the First Lien Collateral Agent may make such demands or file such claims in
respect of the Subordinated Lien Obligations or the First Lien Obligations, as
applicable, as are necessary to prevent the waiver or bar of such claims under
applicable statutes of limitations or other statutes, court orders, or rules of
procedure at any time.  Except as
provided in Section 5.2, nothing in this Agreement shall prohibit
the receipt by any Subordinated Lien Collateral Agent or Subordinated Lien Secured
Party of the required payments of interest, principal and other amounts owed in
respect of the applicable Subordinated Lien Obligations so long as such receipt
is not the direct or indirect result of the exercise by the applicable
Subordinated Lien Collateral Agent or Subordinated Lien Secured Party of rights
or remedies as a secured creditor or enforcement in contravention of this
Agreement of any Lien held by any of them.  Section 3.2            Agent for Perfection.  None of the First Lien Collateral Agent, any
First Lien Secured Party, any Subordinated Lien Collateral Agent or any
Subordinated Lien Secured Party, as applicable, shall have any obligation
whatsoever to the others to assure that the Common Collateral is genuine or
owned by the Company, any Grantor or any other Person or to preserve rights or
benefits of any Person.  The duties or
responsibilities of the First Lien Collateral Agent under this Section 3.2,
are and shall be limited solely to holding or maintaining control of the Common
Collateral as agent for the Subordinated Lien Secured Parties for purposes of
perfecting the respective Liens held by the applicable Subordinated Lien
Secured Parties.  The First Lien
Collateral Agent is not and shall not be deemed to be a fiduciary of any kind
for any Subordinated Lien Collateral Agent or Subordinated Lien Secured Party,
or any other Person.  Neither
Subordinated Lien Collateral Agent is or shall be deemed to be a fiduciary of
any kind for any other Collateral Agent or Secured Party, or any other Person.  Prior to the Discharge of First Lien
Obligations, in the event that any Subordinated Lien Collateral Agent or
Subordinated Lien Secured Party receives any Common Collateral or Proceeds of
Common Collateral in violation of the terms of this Agreement, then such
Subordinated Lien Collateral  17


Agent or Subordinated Lien Secured Party, as the case may be, shall
promptly pay over such Proceeds or Common Collateral to the First Lien
Collateral Agent in the same form as received with any necessary endorsements,
for application in accordance with the provisions of Section 4.1 of
this Agreement.  Section 3.3            Access
to Process and Sell Inventory.  (a)  (i)  If the First Lien Collateral
Agent commences any action or proceeding with respect to any of its rights or
remedies (or any other Exercise of Secured Creditor Remedies) (including, but
not limited to, any action of foreclosure), enforcement, collection or
execution with respect to the Common Collateral (Common Collateral
Enforcement Actions) or if any Subordinated Lien Collateral Agent
commences any action or proceeding with respect to any of its rights or
remedies (including any action of foreclosure), enforcement, collection or
execution with respect to the Non-Revolver Collateral and a Subordinated Lien
Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure
of any Subordinated Lien Collateral Agents Liens) takes actual or constructive
possession of the Non-Revolver Collateral of any Grantor (Non-Revolver
Collateral Enforcement Actions), then the Subordinated Lien Secured
Parties and the Subordinated Lien Collateral Agents shall (subject to, in the
case of any Non-Revolver Collateral Enforcement Action, a prior written request
by the First Lien Collateral Agent to the Subordinated Lien Collateral Agents
(the Non-Revolver Collateral Enforcement Action Notice))
(x) cooperate with the First Lien Collateral Agent (and with its officers,
employees, representatives and agents) in its efforts to conduct Common
Collateral Enforcement Actions in the Common Collateral and to finish any
work-in-process and process, ship, produce, store, complete, supply, lease,
sell or otherwise handle, deal with, assemble or dispose of, in any lawful
manner, the Common Collateral, (y) not hinder or restrict in any respect
the First Lien Collateral Agent from conducting Common Collateral Enforcement
Actions in the Common Collateral or from finishing any work- in-process or
processing, shipping, producing, storing, completing, supplying, leasing,
selling or otherwise handling, dealing with, assembling or disposing of, in any
lawful manner, the Common Collateral, and (z) permit the First Lien
Collateral Agent, its employees, agents, advisers and representatives, at the
cost and expense of the First Lien Secured Parties (but with the Grantors
reimbursement and indemnity obligation with respect thereto, which shall not be
limited), to enter upon and use the Non-Revolver Collateral (including, without
limitation, equipment, processors, computers and other machinery related to the
storage or processing of records, documents or files and intellectual
property), for a period commencing on (I) the date of the initial Common
Collateral Enforcement Action or the date of delivery of the Non-Revolver
Collateral Enforcement Action Notice, as the case may be, and (II) ending
on the earlier of the date occurring 180 days thereafter and the date on which
all Common Collateral has been removed from the Non-Revolver Collateral (such
period, the Common Collateral Processing and Sale Period),
for purposes of:  (1)           assembling and storing the Common
Collateral and completing the processing of and turning into finished goods any
Common Collateral consisting of work- in-process;  (2)           selling any or all of the Common
Collateral located in or on such Non-Revolver Collateral, whether in bulk, in
lots or to customers in the ordinary course of business or otherwise;  18


(3)           removing and transporting any or all
of the Common Collateral located in or on such Non-Revolver Collateral;  (4)           otherwise processing, shipping,
producing, storing, completing, supplying, leasing, selling or otherwise
handling, dealing with, assembling or disposing of, in any lawful manner, the
Common Collateral; and/or  (5)           taking reasonable actions to protect,
secure, and otherwise enforce the rights or remedies of the First Lien Secured
Parties and/or the First Lien Collateral Agent (including with respect to any
Common Collateral Enforcement Actions) in and to the Common Collateral;  provided,however, that nothing contained in this Agreement shall
restrict the rights of any Subordinated Lien Collateral Agent from selling,
assigning or otherwise transferring any Non-Revolver Collateral prior to the
expiration of such Common Collateral Processing and Sale Period if the
purchaser, assignee or transferee thereof agrees in writing (for the benefit of
the First Lien Collateral Agent and the First Lien Secured Parties) to be bound
by the provisions of this Section 3.3. 
If any stay or other order prohibiting the exercise of remedies with
respect to the Common Collateral has been entered by a court of competent
jurisdiction, such Common Collateral Processing and Sale Period shall be tolled
during the pendency of any such stay or other order.  (ii)           During
the period of actual occupation, use and/or control by the First Lien Secured
Parties and/or the First Lien Collateral Agent (or their respective employees,
agents, advisers and representatives) of any Non-Revolver Collateral, the First
Lien Secured Parties and the First Lien Collateral Agent shall be obligated to
repair at their expense any physical damage (but not any diminution in value)
to such Non-Revolver Collateral, as the case may be, resulting from such
occupancy, use or control, and to leave such Non-Revolver Collateral, as the
case may be, in substantially the same condition as it was at the commencement
of such occupancy, use or control, ordinary wear and tear excepted.Notwithstanding
the foregoing, in no event shall the First Lien Secured Parties or the First
Lien Collateral Agent have any liability to the Subordinated Lien Secured
Parties and/or to any Subordinated Lien Collateral Agent pursuant to this Section 3.3(a) as
a result of any condition (including any environmental condition, claim or
liability) on or with respect to the Non-Revolver Collateral existing prior to
the date of the exercise by the First Lien Secured Parties (or the First Lien
Collateral Agent, as the case may be) of their rights under this Section 3.3(a) and
the First Lien Secured Parties shall have no duty or liability to maintain the
Non-Revolver Collateral in a condition or manner better than that in which it
was maintained prior to the use thereof by the First Lien Secured Parties, or
for any diminution in the value of the Non-Revolver Collateral that results
from ordinary wear and tear resulting from the use of the Non-Revolver
Collateral by the First Lien Secured Parties in the manner and for the time
periods specified under this Section 3.3(a).  Without limiting the rights granted in this Section 3.3(a),
the First Lien Secured Parties and the First Lien Collateral Agent shall
cooperate with the Subordinated Lien Secured Parties and/or the Subordinated
Lien Collateral Agents in connection with any efforts made by the Non-Revolver
Secured Parties and/or the Subordinated Lien Collateral Agents to sell the
Non-Revolver Collateral.  19


(b)           The
Subordinated Lien Collateral Agents shall be entitled, as a condition of
permitting such access and use, to demand and receive assurances reasonably
satisfactory to it that the access or use requested and all activities
incidental thereto:  (i)will be permitted, lawful and enforceable under applicable law and will
be conducted in accordance with prudent manufacturing practices; and  (ii)will be
adequately insured for damage to property and liability to persons, including
property and liability insurance for the benefit of the Subordinated Lien
Collateral Agents and the Subordinated Lien Secured Parties, at no cost to the
Subordinated Lien Collateral Agents or the Subordinated Lien Secured Parties.  The Subordinated Lien Collateral Agents (x) shall
provide reasonable cooperation to the First Lien Collateral Agent in connection
with the manufacture, production, completion, handling, removal and sale of any
Common Collateral by the First Lien Collateral Agent as provided above and (y) shall
be entitled to receive, from the First Lien Collateral Agent, fair compensation
and reimbursement for their reasonable costs and expenses incurred in
connection with such cooperation, support and assistance to the First Lien
Collateral Agent.  The Subordinated Lien Collateral
Agents and/or any such purchaser (or its transferee or successor) shall not
otherwise be required to manufacture, produce, complete, remove, insure,
protect, store, safeguard, sell or deliver any inventory subject to any First
Priority Lien held by the First Lien Collateral Agent or to provide any
support, assistance or cooperation to the First Lien Collateral Agent in
respect thereof.  For the avoidance of doubt, this Section 3.3 governs the
rights of access and inspection as between the First Lien Secured Parties on
the one hand and the Subordinated Lien Secured Parties on the other (and not as
between the Secured Parties and the Grantors, which rights are set forth in and
governed by the applicable Credit Documents and are not affected by this Section 3.3).  Section 3.4            Insurance.  Proceeds of Common Collateral include
insurance proceeds and, therefore, the Lien Priority shall govern the ultimate
disposition of insurance proceeds to the extent such insurance insures Common
Collateral.  Prior to the Discharge of
First Lien Obligations, the First Lien Collateral Agent shall have the sole and
exclusive right, as against the Subordinated Lien Collateral Agents, to the
extent permitted by the First Lien Documents and subject to the rights of the
Grantors thereunder, to adjust settlement of insurance claims to the extent
such insurance insures Common Collateral in the event of any covered loss,
theft or destruction of Common Collateral. 
Prior to the Discharge of First Lien Obligations, all proceeds of such
insurance with respect to Common Collateral shall be remitted for application
in accordance Section 4.1 hereof.  Section 3.5            Exercise
of Remedies - Set Off and Tracing of and Priorities in Proceeds.  Each Subordinated Lien Collateral Agent, for
itself and on behalf of the applicable Subordinated Lien Secured Parties,
acknowledges and agrees that, to the extent such Subordinated Lien Collateral
Agent or Subordinated Lien Secured Party exercises its rights of set-off
against any Grantors Deposit Accounts to the extent constituting or containing
Common Collateral or proceeds thereof, the amount of such set-off shall be
deemed to be Common  20


Collateral to be held and distributed pursuant to Section 4.1.  In addition, unless and until the Discharge
of First Lien Obligations occurs, each Subordinated Lien Collateral Agent and
Subordinated Lien Secured Party hereby consents to the application, of cash or
other proceeds of Common Collateral, deposited under control agreements to the
repayment of First Lien Obligations pursuant to the First Lien Documents.  Section 3.6            Intellectual
Property License. 
The Second Lien Collateral Agent and the First Lien Collateral Agent
acknowledge that the Grantors have granted to the First Lien Collateral Agent
an irrevocable, nonexclusive, royalty-free right and license to use the
Intellectual Property Collateral (as defined in the Second Lien Security
Agreement) to the extent necessary to enable the First Lien Collateral Agent to
realize on, and exercise all rights of the First Lien Collateral Agent and the
First Lien Secured Parties in relation to the Common Collateral.  ARTICLE 4APPLICATION OF PROCEEDS  Section 4.1            Application of Proceeds.  (a)           Revolving Nature of First Lien Obligations.  Each Subordinated Lien Collateral Agent, for
and on behalf of itself and the applicable Subordinated Lien Secured Parties,
expressly acknowledges and agrees that (i) the Revolving Credit Agreement
includes a revolving commitment, that in the ordinary course of business the
First Lien Collateral Agent and the First Lien Secured Parties will apply
payments and make advances thereunder, and that no application of any Common
Collateral or the release of any Lien by the First Lien Collateral Agent upon
any portion of the Common Collateral in connection with a permitted disposition
by the Grantors under the Revolving Credit Agreement shall constitute an
Exercise of Secured Creditor Remedies under this Agreement; (ii) subject
to the limitations, if any, set forth in the Second Lien Documents (as in
effect on the date hereof), the amount of the First Lien Obligations that may
be outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed, and that the terms of the First Lien Obligations may
be modified, extended or amended from time to time, and that the aggregate
amount of the First Lien Obligations may be increased, replaced or Refinanced,
in each event, without notice to or consent by the Subordinated Lien Secured
Parties and without affecting the provisions hereof; and (iii) all Common
Collateral received by the First Lien Collateral Agent may be applied,
reversed, reapplied, credited, or reborrowed, in whole or in part, to the First
Lien Obligations at any time. The Lien Priority shall not be altered or
otherwise affected by any such amendment, modification, supplement, extension,
repayment, reborrowing, increase, replacement, renewal, restatement or
Refinancing of either the First Lien Obligations or any Subordinated Lien
Obligations, or any portion thereof.  (b)           Application of Proceeds of Common Collateral.  The First Lien Collateral Agent and each
Subordinated Lien Collateral Agent hereby agree that all Common Collateral and
all Proceeds thereof, received by any of them in connection with any Exercise
of Secured Creditor Remedies with respect to the Common Collateral shall be
applied, first, to the payment of costs and expenses of the First Lien
Collateral Agent in connection with such Exercise of Secured Creditor Remedies,
and second, to the payment of the First Lien Obligations in  21


accordance with the First Lien Documents until the Discharge of First
Lien Obligations shall have occurred.  (c)           Payments Over. 
Any Common Collateral or proceeds thereof received by any Subordinated
Lien Collateral Agent or Subordinated Lien Secured Party in connection with the
exercise of any right or remedy (including set off or credit bid) or in any
Insolvency 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 each such Subordinated Lien Collateral Agent or Subordinated Lien
Secured Party.  This authorization is
coupled with an interest and is irrevocable.  (d)           Limited Obligation or Liability.  In exercising remedies, whether as a secured
creditor or otherwise, the First Lien Collateral Agent shall have no obligation
or liability to any Subordinated Lien Collateral Agent or Subordinated Lien
Secured Party regarding the adequacy of any proceeds realized on any collateral
or for any action or omission, save and except solely for an action or omission
that breaches the express obligations undertaken by each Party under the terms
of this Agreement.  Notwithstanding
anything to the contrary herein contained, none of the Parties hereto waives
any claim that it may have against a Secured Party on the grounds that and
sale, transfer or other disposition by the Secured Party was not commercially
reasonable in every respect as required by the UCC.  (e)           Turnover of Collateral After Discharge.  Upon the Discharge of First Lien Obligation,
the First Lien Collateral Agent shall (a) notify the Second Lien
Collateral Agent (or, if the First Lien Collateral Agent has been notified in
writing by the Company and the Second Lien Collateral Agent of the occurrence of
a Discharge of Second Lien Obligations, the Third Lien Collateral Agent) in
writing of the occurrence of such Discharge of First Lien Obligations and (b) at
the Companys expense, deliver to such Subordinated Lien Collateral Agent or
execute such documents as such Subordinated Lien Collateral Agent may
reasonably request in order to affect a transfer of control to such
Subordinated Lien Collateral Agent over any and all Common Collateral.  Section 4.2            Specific
Performance.  Each
of the First Lien Collateral Agent and each Subordinated Lien Collateral Agent
is hereby authorized to demand specific performance of this Agreement, whether
or not the Company or any Grantor shall have complied with any of the
provisions of any of the Credit Documents, at any time when the other Party
shall have failed to comply with any of the provisions of this Agreement
applicable to it.  Each of the First Lien
Collateral Agent, for and on behalf of itself and the First Lien Secured Parties,
and each Subordinated Lien Collateral Agent, for and on behalf of itself and
the applicable Subordinated Lien Secured Parties, hereby irrevocably waives any
defense based on the adequacy of a remedy at law that might be asserted as a
bar to such remedy of specific performance.  22


ARTICLE 5INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS  Section 5.1            Notice
of Acceptance and Other Waivers.  (a)           All First Lien Obligations at any time made or incurred by
the Company or any Grantor shall be deemed to have been made or incurred in
reliance upon this Agreement, and each Subordinated Lien Collateral Agent, on
behalf of itself and the applicable Subordinated Lien Secured Parties, hereby
waives notice of acceptance, or proof of reliance by the First Lien Collateral
Agent or any First Lien Secured Party of this Agreement, and notice of the
existence, increase, renewal, extension, accrual, creation, or non-payment of
all or any part of the First Lien Obligations. 
All Subordinated Lien Obligations at any time made or incurred by the
Company or any Grantor shall be deemed to have been made or incurred in
reliance upon this Agreement, and each Subordinated Lien Collateral Agent, on
behalf of itself and the applicable Subordinated Lien Secured Parties, hereby
waives notice of acceptance, or proof of reliance, by such other Subordinated
Lien Collateral Agent or Subordinated Lien Secured Party of this Agreement, and
notice of the existence, increase, renewal, extension, accrual, creation, or
non-payment of all or any part of the applicable Subordinated Lien Obligations.  (b)           None of the First Lien Collateral Agent, any First Lien
Secured Party or any of their respective Affiliates, directors, officers,
employees, or agents shall be liable for failure to demand, collect or realize
upon any of the Common Collateral or any Proceeds thereof, or for any delay in
doing so, or shall be under any obligation to sell or otherwise dispose of any
Common Collateral or Proceeds thereof or to take any other action whatsoever
with regard to the Common Collateral or any part or Proceeds thereof, except as
specifically provided in this Agreement. If the First Lien Collateral Agent or
any First Lien Secured Party honors (or fails to honor) a request by any
Borrower under the Revolving Credit Agreement for an extension of credit
pursuant to any Revolving Credit Agreement or any of the other First Lien
Documents, whether the First Lien Collateral Agent or any First Lien Secured
Party has knowledge that the honoring of (or failure to honor) any such request
would constitute a default under the terms of any Subordinated Lien Document
(but not a default under this Agreement) or an act, condition, or event that,
with the giving of notice or the passage of time, or both, would constitute
such a default, or if the First Lien Collateral Agent or any First Lien Secured
Party otherwise should exercise any of its contractual rights or remedies under
any First Lien Documents (subject to the express terms and conditions hereof),
neither the First Lien Collateral Agent nor any First Lien Secured Party shall
have any liability whatsoever to any Subordinated Lien Collateral Agent or
Subordinated Lien Secured Party as a result of such action, omission, or
exercise (so long as any such exercise does not breach the express terms and
provisions of this Agreement). The First Lien Collateral Agent and the First
Lien Secured Parties shall be entitled to manage and supervise their loans and
extensions of credit under any Revolving Credit Agreement and any of the other First
Lien Documents as they may, in their sole discretion, deem appropriate, and may
manage their loans and extensions of credit without regard to any rights or
interests that any Subordinated Lien Collateral Agent or Subordinated Lien
Secured Party have in the Common Collateral, except as otherwise expressly set
forth in this Agreement. Each Subordinated Lien Collateral Agent, on behalf of
itself and the applicable Subordinated Lien Secured Parties, agrees that
neither the First Lien Collateral Agent nor any First Lien Secured Party shall
incur any liability as a result of a sale, lease, license, application, or
other disposition of all or any portion  23


of the Common Collateral or Proceeds thereof, pursuant to the First
Lien Documents, so long as such disposition is conducted in accordance with
mandatory provisions of applicable law and does not breach the provisions of
this Agreement. The Subordinated Lien Collateral Agents and the Subordinated
Lien Secured Parties shall be entitled to manage and supervise their loans and
extensions of credit under the any applicable Subordinated Lien Document as
they may, in their sole discretion, deem appropriate, and may manage their
loans and extensions of credit without regard to any rights or interests of the
First Lien Collateral Agent or any First Lien Secured Parties, except as
otherwise expressly set forth in this Agreement.  Section 5.2            Modifications
to First Lien Documents and Subordinated Lien Documents.  (a)           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 2.4(b)), then such
amendment, waiver or consent, to the extent related to Common Collateral, shall
apply automatically to any comparable provision (but only to the extent as such
provision relates to Common Collateral) of each Comparable Subordinated Lien
Security Document without the consent of any Subordinated Lien Collateral Agent
or Subordinated Lien Secured Party and without any action by any Subordinated
Lien Collateral Agent, Subordinated Lien Secured Party, the Company or any
other Grantor; provided, however,
that such amendment, waiver or consent does not materially adversely affect the
rights of the Subordinated Lien Secured Parties or the interests of the
Subordinated 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 each Subordinated Lien Collateral Agent; provided, however, that the failure to give such notice shall not
affect the effectiveness of such amendment with respect to the provisions of
any Subordinated Lien Security Document as set forth in this Section 5.2(a).  For the avoidance of doubt, no such
amendment, modification or waiver shall apply or otherwise effect (a) any
Non-Revolver Collateral or (b) any document, agreement or instrument which
neither grants nor purports to grant a Lien on, nor governs nor purports to
govern any rights or remedies in respect of, Common Collateral.  (b)           So long as the Discharge of First Lien Obligations has not
occurred, without the prior written consent of the First Lien Collateral Agent,
no Subordinated Lien Collateral Agent shall consent to amend, supplement or
otherwise modify any, or enter into any new, Subordinated Lien Security
Document relating to Common Collateral to the extent such amendment, supplement
or modification, or the terms of such new Subordinated Lien Security Document,
would be prohibited by or inconsistent with any of the terms of this Agreement.
Each Subordinated Lien Collateral Agent agrees that each applicable
Subordinated Lien Security Document relating to Common Collateral shall include
the following language (or language to similar effect approved by the First
Lien Collateral Agent):  24


Notwithstanding anything
herein to the contrary, the liens and security interests granted to the [Subordinated
Lien Collateral Agent] pursuant to this Agreement and the exercise of any right
or remedy by the [Subordinated Lien Collateral Agent] hereunder are subject to
the limitations and provisions of the Revolver Intercreditor Agreement, dated
as of February 22, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the Intercreditor Agreement),
among Deutsche Bank AG New York Branch, as First Lien Collateral Agent, DBTCA,
as Second Lien Collateral Agent and Deutsche Bank AG Cayman Islands Branch, as
Third 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.  (c)           No consent furnished by the First Lien Collateral Agent or
any Subordinated Lien Collateral Agent pursuant to Sections 5.2(a) or
5.2(b) hereof shall be deemed to constitute the modification or
waiver of any provisions of the First Lien Documents or any of the Subordinated
Lien Documents, each of which remain in full force and effect as written.  (d)           The First Lien Obligations and the several Subordinated
Lien Obligations may be Refinanced, in whole or in part, in each case, without
notice to, or the consent (except to the extent a consent is required to permit
the refinancing transaction under any First Lien Document or any Subordinated
Lien Document) of the First Lien Collateral Agent, the First Lien Secured
Parties, any Subordinated Lien Collateral Agent or any Subordinated Lien
Secured Parties, as the case may be, provided such Refinancing does not affect
the relative Lien Priorities provided for herein or directly alter the other
provisions hereof to the extent relating to the relative rights, obligations
and priorities of the First Lien Secured Parties on the one hand and the
Subordinated Lien Secured Parties on the other.  Section 5.3            Reinstatement
and Continuation of Agreement.  If the
First Lien Collateral Agent or any First Lien Secured Party is required in any
Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate
of the Company, any other Grantor, or any other Person any payment made in
satisfaction of all or any portion of the First Lien Obligations (a Recovery), then the First Lien Obligations shall be
reinstated to the extent of such Recovery. 
If this Agreement shall have been terminated prior to such Recovery,
this Agreement shall be reinstated in full force and effect in the event of
such Recovery, and such prior termination shall not diminish, release,
discharge, impair, or otherwise affect the obligations of the Parties from such
date of reinstatement.  The First Lien
Collateral Agent shall use commercially reasonable efforts to give written
notice to the Subordinated Lien Collateral Agents of the occurrence of any such
Recovery (provided that the failure to give such notice shall not affect the
First Lien Collateral Agents rights hereunder, except it being understood that
no Subordinated Lien Collateral Agent shall be charged with knowledge of such
Recovery or required to take any actions based on such Recovery until it has
received such written notice of the occurrence of such Recovery).  25


All
rights, interests, agreements, and obligations of the First Lien Collateral
Agent, each Subordinated Lien Collateral Agent, the First Lien Secured Parties
and the Subordinated Lien Secured Parties under this Agreement shall remain in
full force and effect and shall continue irrespective of the commencement of,
or any discharge, confirmation, conversion, or dismissal of, any Insolvency
Proceeding by or against the Company or any Grantor or any other circumstance
which otherwise might constitute a defense (other than a defense that such
obligations have in fact been repaid) available to, or a discharge of the Company
or any Grantor in respect of the First Lien Obligations or the applicable
Subordinated Lien Obligations. No priority or right of the First Lien
Collateral Agent or any First Lien Secured Party shall at any time be
prejudiced or impaired in any way by any act or failure to act on the part of
the Company or any other Grantor or by the non-compliance by any Person with
the terms, provisions, or covenants of any of the First Lien Documents,
regardless of any knowledge thereof which the First Lien Collateral Agent or
any First Lien Secured Party may have.  ARTICLE 6INSOLVENCY PROCEEDINGS  Section 6.1            DIP
Financing.  (a)           If the Company or any Grantor shall be subject to any
Insolvency Proceeding at any time prior to the Discharge of First Lien
Obligations, and the First Lien Collateral Agent or the First Lien Secured
Parties shall seek to provide the Company or any other Grantor with, or consent
to a third party providing, any financing under Section 364 of the
Bankruptcy Code or consent to any order for the use of cash collateral
constituting Common Collateral under Section 363 of the Bankruptcy Code
(each, a DIP Financing), with
such DIP Financing to be secured by all or any portion of the Common Collateral
(including assets that, but for the application of Section 552 of the
Bankruptcy Code would be Common Collateral) but not any other asset or any
Non-Revolver Collateral, then each Subordinated Lien Collateral Agent, on
behalf of itself and the applicable Subordinated Lien Secured Parties, agrees
that it will raise no objection and will not support any objection to such DIP
Financing or use of cash collateral or to the Liens curing the same on the
grounds of a failure to provide adequate protection for the Liens of such
Subordinated Lien Collateral Agent securing the applicable Subordinated Lien
Obligations or on any other grounds (and will not request any adequate
protection solely as a result of such DIP Financing or use of cash collateral
that is Common Collateral, except as permitted by Section 6.3(b)),
so long as (i) such Subordinated Lien Collateral Agent retains its Lien on
the Common Collateral to secure the applicable Subordinated Lien Obligations
(in each case, including Proceeds thereof arising after the commencement of the
case under the Bankruptcy Code), (ii) the terms of the DIP Financing do
not compel the applicable Grantor to seek confirmation of a specific plan of
reorganization for which all or substantially all of the material terms of such
plan are set forth in the DIP Financing documentation or related document; and (iii) all
Liens on Common Collateral securing any such DIP Financing shall be senior to
or on a parity with the Liens of the First Lien Collateral Agent and the First
Lien Secured Parties securing the First Lien Obligations on Common Collateral; provided, however, that
nothing contained in this Agreement shall prohibit or restrict any Subordinated
Lien Collateral Agent or Subordinated Lien Secured Party from raising any
objection or supporting any objection to such DIP Financing or use of cash
collateral or to the Liens securing the same on the grounds of a failure to
provide adequate protection for the  26


Liens of such Subordinated Lien Collateral Agent on Non-Revolver
Collateral securing the applicable Subordinated Lien Obligations.  (b)           All Liens granted to the First Lien Collateral Agent or
any Subordinated Lien Collateral Agent in any Insolvency Proceeding, whether as
adequate protection or otherwise, are intended by the Parties to be and shall
be deemed to be subject to the Lien Priority and the other terms and conditions
of this Agreement.  Section 6.2            Relief from Stay.  Each Subordinated Lien Collateral Agent, on
behalf of itself and the applicable Subordinated Lien Secured Parties, agrees
not to seek relief from the automatic stay or any other stay in any Insolvency
Proceeding in respect of any portion of the Common Collateral without the First
Lien Collateral Agents express written consent.  Section 6.3            No
Contest; Adequate Protection.  (a)           Each Subordinated Lien Collateral Agent, on behalf of
itself and the applicable Subordinated Lien Secured Parties, agrees that it
shall not contest (or support any other Person contesting) (x) any request
by the First Lien Collateral Agent or any First Lien Secured Party for adequate
protection of its interest in the Common Collateral, (y) any objection by
the First Lien Collateral Agent or any First Lien Secured Party to any motion,
relief, action, or proceeding based on a claim by the First Lien Collateral
Agent or any First Lien Secured Party that its interests in the Common
Collateral are not adequately protected (or any other similar request under any
law applicable to an Insolvency Proceeding), so long as any Liens granted to
the First Lien Collateral Agent as adequate protection of its interests are
subject to this Agreement or (z) 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; provided,
however, that nothing contained in this
Agreement shall prohibit or restrict any Subordinated Lien Collateral Agent or
Subordinated Lien Secured Party from contesting or challenging (or support any
other Person contesting or challenging) any request by the First Lien
Collateral Agent or any First Lien Secured Party for adequate protection (or
the grant of any such adequate protection) to the extent such adequate
protection is in the form of a Lien on any Non-Revolver Collateral.  (b)           Notwithstanding the foregoing provisions in this Section 6.3,
in any Insolvency Proceeding, if the First Lien Secured Parties (or any subset
thereof) are granted adequate protection with respect to Common Collateral in
the form of additional collateral (even if such collateral is not of a type
which would otherwise have constituted Common Collateral), then the First Lien
Collateral Agent, on behalf of itself and the First Lien Secured Parties,
agrees that each Subordinated Lien Collateral Agent, on behalf of itself and/or
any of the applicable Subordinated Lien Secured Parties, may seek or request
(and the First Lien Secured Parties will not oppose such request) adequate
protection with respect to its interests in such Common Collateral in the form
of a Lien on the same additional collateral, which Lien will be subordinated to
the Liens securing the First Lien Obligations on the same basis as the other
Liens of such Subordinated Lien Collateral Agent on the Common Collateral (it
being understood that to the extent that any such additional collateral
constituted Non-Revolver Collateral at the time it was granted to the First
Lien Secured Parties, the Lien thereon in favor of the First Lien Secured  27


Parties shall be subordinate in all respects to the Liens thereon in
favor of the Second Lien Secured Parties and the Third Lien Secured Parties).  Section 6.4            Asset
Sales.  Each
Subordinated Lien Collateral Agent agrees, on behalf of itself and the applicable
Subordinated Lien Secured Parties, that it will not oppose any sale consented
to by the First Lien Collateral Agent of any Common Collateral pursuant to Section 363(f) of
the Bankruptcy Code (or any similar provision under the law applicable to any
Insolvency Proceeding) so long as the proceeds of such sale are applied in
accordance with this Agreement.  Section 6.5            Separate
Grants of Security and Separate Classification.  Each Subordinated Lien Collateral Agent, each
Subordinated Lien Secured Party, each First Lien Secured Party and the First
Lien Collateral Agent each acknowledge and agree that (i) the grants of
Liens pursuant to the First Lien Security Documents and each of the
Subordinated Lien Security Documents constitute separate and distinct grants of
Liens and the Subordinated Lien Secured Parties claims against the Company
and/or any Grantor in respect of Common Collateral constitute two independent
junior claims separate and apart (and of a different class) from the senior
claims of the First Lien Secured Parties and from the other Subordinated Lien
Secured Parties against the Company and the Grantors in respect of Common
Collateral and (ii) because of, among other things, their differing rights
in the Common Collateral, the Subordinated Lien Obligations are fundamentally
different from the First Lien Obligations and must be separately classified in
any plan of reorganization proposed or adopted in an Insolvency
Proceeding.  To further effectuate the
intent of the parties as provided in the immediately preceding sentence, if it
is held that the claims of the First Lien Secured Parties and any Subordinated
Lien Secured Parties in respect of the Common Collateral constitute only one
secured claim (rather than separate classes of senior and junior secured
claims), then the First Lien Secured Parties and the Subordinated Lien Secured
Parties hereby acknowledge and agree that all distributions shall be made as if
there were separate classes of First Lien Obligation claims and Subordinated
Lien Obligation claims against the Grantors (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 Subordinated 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, before any distribution is made in
respect of the claims held by the Subordinated Lien Secured Parties from such
Common Collateral, with the Subordinated Lien Secured Parties hereby
acknowledging and agreeing to turn over to the First Lien Secured Parties
amounts otherwise received or receivable by them to the extent necessary to
effectuate the intent of this sentence, even if such turnover has the effect of
reducing the aggregate recoveries.  Section 6.6            Enforceability.  The provisions of this Agreement are intended
to be and shall be enforceable under Section 510(a) of the Bankruptcy
Code.  Section 6.7            First
Lien Obligations Unconditional.  All rights, interests, agreements and
obligations of the First Lien Collateral Agent and the First Lien Secured
Parties, and the Subordinated Lien Collateral Agents and the Subordinated Lien
Secured Parties, respectively, hereunder shall remain in full force and effect
irrespective of:  28


(a)           any lack of validity or enforceability of any First Lien
Documents or any Subordinated 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 Subordinated
Lien Obligations, or any amendment or waiver or other modification, including
any increase in the amount thereof, whether by course of conduct or otherwise,
of the terms of any First Lien Document or of the terms of the Subordinated
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 Subordinated Lien Obligations or any
guarantee thereof;  (d)           the commencement of any Insolvency Proceeding in respect
of the Company or any other Grantor; or  (e)           any other circumstances that otherwise might constitute a
defense (other than a defense that such obligations have in-fact been repaid)
available to, or a discharge of, the Company or any other Grantor in respect of
First Lien Obligations or Subordinated Lien Obligations in respect of this
Agreement.  ARTICLE 7MISCELLANEOUS  Section 7.1            Rights
of Subrogation. 
Each Subordinated Lien Collateral Agent, for and on behalf of itself and
the applicable Subordinated Lien Secured Parties, agrees that no payment to the
First Lien Collateral Agent or any First Lien Secured Party pursuant to the
provisions of this Agreement shall entitle such Subordinated Lien Collateral
Agent or Subordinated Lien Secured Party to exercise any rights of subrogation
in respect thereof until the Discharge of First Lien Obligations shall have
occurred.  Following the Discharge of
First Lien Obligations, the First Lien Collateral Agent agrees to execute such
documents, agreements, and instruments as any Subordinated Lien Collateral
Agent or Subordinated Lien Secured Party may reasonably request, at the Companys
expense, to evidence the transfer by subrogation to any such Person of an
interest in the First Lien Obligations resulting from payments to the First
Lien Collateral Agent by such Person.  Section 7.2            Further
Assurances.  The
Parties will, at their own expense and at any time and from time to time,
promptly execute and deliver all further instruments and documents, and take
all further action, that may be necessary or desirable, or that any Party may
reasonably request, in order to protect any right or interest granted or
purported to be granted hereby or to enable the First Lien Collateral Agent or
any Subordinated Lien Collateral Agent to exercise and enforce its rights and
remedies hereunder; provided, however, that no Party shall be required to pay over any
payment or distribution, execute any instruments or documents, or take any
other action referred to in this Section 7.2, to the extent that
such action would contravene any law, order or other legal requirement or any
of the terms or provisions of this Agreement, and in the event of a controversy
or dispute, such Party may interplead any payment or distribution in any  29


court of competent jurisdiction, without further responsibility in
respect of such payment or distribution under this Section 7.2.  Section 7.3            Representations.  Each Subordinated Lien Collateral Agent
represents and warrants for itself to the First Lien Collateral Agent that it
has the requisite power and authority under the applicable Subordinated Lien
Documents to enter into, execute, deliver, and carry out the terms of this
Agreement on behalf of itself and the applicable Subordinated Lien Secured
Parties and that this Agreement shall be binding obligations of such
Subordinated Lien Collateral Agent and such Subordinated Lien Secured Parties,
enforceable against such Subordinated Lien Collateral Agent and Subordinated
Lien Secured Parties in accordance with its terms.  The First Lien Collateral Agent represents
and warrants to the Subordinated Lien Collateral Agents that it has the
requisite power and authority under the First Lien Documents to enter into,
execute, deliver, and carry out the terms of this Agreement on behalf of itself
and the First Lien Secured Parties and that this Agreement shall be binding
obligations of the First Lien Collateral Agent and the First Lien Secured
Parties, enforceable against the First Lien Collateral Agent and the First Lien
Secured Parties in accordance with its terms.  Section 7.4            Amendments.  No amendment or waiver of any provision of
this Agreement nor consent to any departure by any Party hereto shall be effective
unless it is in a written agreement executed by the Subordinated Lien
Collateral Agents and the First Lien Collateral Agent, and consented to in
writing by the Company, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.  Notwithstanding anything in this Section 7.4
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 the First
Lien Collateral Agent, any First Lien Secured Party, any Subordinated Lien
Collateral Agent or any Subordinated Lien Secured Party to (i) provide for
a replacement First Lien Collateral Agent in accordance with the First Lien
Documents, provide for a replacement Subordinated Lien Collateral Agent in
accordance with the applicable Subordinated Lien Documents and/or secure
additional extensions of credit or add other parties holding First Lien
Obligations or Subordinated Lien Obligations to the extent such Indebtedness
does not expressly violate the First Lien Document or any Subordinated Lien
Documents, and (ii) in the case of such additional Subordinated Lien
Obligations, (a) establish that the Lien on the Common Collateral securing
such Subordinated 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 Subordinated 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 Subordinated Lien Obligations) and (b) provide to the
holders of such Subordinated 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 Subordinated Lien Secured Parties under this Agreement.  Amendments adding additional agents may be
accomplished by delivering to the parties hereto 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 First Lien Documents, the Subordinated
Lien  30


Documents and this Agreement if such determination is set forth in an
Officers Certificate delivered to such party.  Section 7.5            Addresses
for Notices.  All
notices to the First Lien Secured Parties and the Subordinated Lien Secured
Parties permitted or required under this Agreement may be sent to the
applicable Collateral Agent for such Secured Party, respectively, as provided
in the applicable Credit Document. 
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).  Section 7.6            No
Waiver, Remedies. 
No failure on the part of any Party to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. 
The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.  Section 7.7            Continuing
Agreement, Transfer of Secured Obligations.  This Agreement is a continuing agreement and
shall (a) subject to Section 5.3, remain in full force and effect
until the Discharge of First Lien Obligations shall have occurred, (b) be
binding upon the Parties and their successors and assigns, and (c) inure
to the benefit of and be enforceable by the Parties and their respective
successors, transferees and assigns. 
Nothing herein is intended, or shall be construed to give, any other
Person any right, remedy or claim under, to or in respect of this Agreement or
any Common Collateral.  All references to
any Grantor shall include any Grantor as debtor-in-possession and any receiver
or trustee for such Grantor in any Insolvency Proceeding.  Without limiting the generality of the
foregoing clause (c), the First Lien Collateral Agent, any First Lien Secured
Party, any Subordinated Lien Collateral Agent and any Subordinated Lien Secured
Party may assign or otherwise transfer all or any portion of the First Lien
Obligations or the applicable Subordinated Lien Obligations, as applicable, to
any other Person (other than the Company, any Grantor or any Affiliate of the
Company or any Grantor and any Subsidiary of the Company or any Grantor), and
such other Person shall thereupon become vested with all the rights and
obligations in respect thereof granted to the First Lien Collateral Agent, the
applicable Subordinated Lien Collateral Agent, any First Lien Secured Party, or
any applicable Subordinated Secured Party, as the case may be, herein or
otherwise.  The First Lien Secured
Parties and the Subordinated Lien Secured Parties may continue, at any time and
without notice to the other parties hereto, to extend credit and other
financial accommodations, lend monies and provide Indebtedness to, or for the
benefit of, any Grantor on the faith hereof.  Section 7.8            Governing
Law; Entire Agreement. 
The validity, performance, and enforcement of this Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.  This Agreement constitutes the
entire agreement and understanding among the Parties with respect to the
subject matter hereof and supersedes any prior agreements, written or oral,
with respect thereto.  31


Section 7.9Counterparts. 
This Agreement may be executed in any number of counterparts, including
by means of facsimile or pdf file thereof, and it is not necessary that the
signatures of all Parties be contained on any one counterpart hereof, each counterpart
will be deemed to be an original, and all together shall constitute one and the
same document.  Section 7.10No Third Party Beneficiaries.  This Agreement is solely for the benefit of
the First Lien Collateral Agent, the First Lien Secured Parties, the Second
Lien Collateral Agent, the Second Lien Secured Parties, the Third Lien
Collateral Agent and the Third Lien Secured Parties.  No other Person (including the Company, any
other Grantor or any Affiliate or Subsidiary of the Company or any other Grantor)
shall be deemed to be a third party beneficiary of this Agreement.  Section 7.11Headings.  The headings of the articles and sections of
this Agreement are inserted for purposes of convenience only and shall not be
construed to affect the meaning or construction of any of the provisions
hereof.  Section 7.12Severability.  If any of the provisions in this Agreement
shall, for any reason, be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any
other provision of this Agreement and shall not invalidate the Lien Priority or
the application of Proceeds and other priorities set forth in this Agreement.  Section 7.13Attorneys Fees.  The Parties agree that if any dispute,
arbitration, litigation, or other proceeding is brought with respect to the
enforcement of this Agreement or any provision hereof, the prevailing party in
such dispute, arbitration, litigation, or other proceeding shall be entitled to
recover its reasonable attorneys fees and all other costs and expenses
incurred in the enforcement of this Agreement, irrespective of whether suit is
brought.  Section 7.14VENUE; JURY TRIAL WAIVER.  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 7.5 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 1270 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.  (a)           EACH
PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 7.5. NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.  32


Section 7.15Intercreditor Agreement.  This Agreement is the Revolver Intercreditor
Agreement referred to in the First Lien Documents, the Second Lien Documents
and the Third Lien Documents.  Nothing in
this Agreement shall be deemed to subordinate the obligations due to (i) any
First Lien Secured Party to the obligations due to any Subordinated Lien
Secured Party or (ii) any Subordinated Lien Secured Party to the
obligations due to any First Lien Secured Party (in each case, whether before
or after the occurrence of an Insolvency Proceeding), it being the intent of
the Parties that this Agreement shall effectuate a subordination of Liens but
not a subordination of Indebtedness.  Notwithstanding anything to the contrary contained in this Agreement,
each party hereto agrees that the Subordinated Lien Secured Parties may enter
into intercreditor agreements (or similar arrangements (including without
limitation the General Intercreditor Agreement)) governing the rights, benefits
and privileges as among the Subordinated Lien Secured Parties in respect of the
Common Collateral, this Agreement and the other Third Lien Documents, including
as to application of proceeds of the Common Collateral, voting rights, control
of the Common 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, the Second Lien Documents or the Third Lien
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 and the
provisions of this Agreement and the other First Lien Security Documents and
Subordinated 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)).  Section 7.16Effectiveness. 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 Proceeding.  Section 7.17Collateral Agents. It is understood
and agreed that (a) Deutsche Bank New York is entering into this Agreement
in its capacity as collateral monitoring agent under the Revolving Credit
Agreement and the provisions of Section 7 of the Revolving Credit
Agreement applicable to the administrative agent and collateral agent
thereunder shall also apply to the First Lien Collateral Agent hereunder, (b) DBTCA
is entering into this Agreement in its capacity as collateral agent under the
Second 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 Second Lien Collateral
Agent hereunder and (c) Deutsche Bank Cayman is entering in this Agreement
in its capacity as Third Lien Collateral Agent, 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 Third Lien Collateral Agent
hereunder.  Section 7.18No Warranties or Liability. Each of
the First Lien Collateral Agent, the Second Lien Collateral Agent and the Third
Lien Collateral Agent acknowledge and agree that none of the other has made any
representation or warranty with respect to the execution, validity,  33


legality, completeness, collectability or enforceability
of any other First Lien Document, Second Lien Document or Third Lien Document,
as the case may be.  Section 7.19Conflicts. In the event of any
conflict between the provisions of this Agreement and the provisions of any
Credit Document, the provisions of this Agreement shall govern.  Section 7.20Information Concerning Financial Condition of the
Credit Parties.  Each of
the Third Lien Collateral Agent, the Second Lien Collateral Agent and the First
Lien Collateral Agent hereby assume responsibility for keeping itself informed
of the financial condition of the Grantors and all other circumstances bearing
upon the risk of nonpayment of the First Lien Obligations, the Second Lien
Obligations or the Third Lien Obligations. 
The First Lien Collateral Agent, the Second Lien Collateral Agent and
the Third Lien Collateral Agent each hereby agrees that no party shall have any
duty to advise any other party of information known to it regarding such
condition or any such circumstances. In the event either the First Lien
Collateral Agent, the Second Lien Collateral Agent or the Third Lien Collateral
Agent, in its sole discretion, undertakes at any time or from time to time to
provide any information to any other party to this Agreement, (a) it shall
be under no obligation (i) to provide any such information to any other
party or any other party on any subsequent occasion, (ii) to undertake any
investigation not a part of its regular business routine, or (iii) to
disclose any other information, or (b) it makes no representation as to
the accuracy or completeness of any such information and shall not be liable
for any information contained therein, and (c) the Party receiving such
information hereby to hold the other Party harmless from any action the
receiving Party may take or conclusion the receiving Party may reach or draw
from any such information, as well as from and against any and all losses,
claims, damages, liabilities, and expenses to which such receiving Party may
become subject arising out of or in connection with the use of such
information.  Section 7.21Acknowledgement.  The Second Lien Collateral Agent and the
Third Lien Collateral Agent, acknowledge and agree, as between themselves and
on behalf of the applicable Subordinated Lien Secured Parties, that the
relative priorities as among themselves of the Liens granted on Common
Collateral are governed under the General Intercreditor Agreement.  Furthermore, the parties hereto acknowledge
that (a) the Second Lien Collateral Agent is acting hereunder on behalf of
the Second Lien Secured Parties and, except as expressly stated otherwise, not
on behalf of the Third Lien Collateral Agent or Third Lien Secured Parties and (b) the
Third Lien Collateral Agent is acting hereunder on behalf of the Third Lien Secured
Parties and, except as expressly stated otherwise, not on behalf of the Second
Lien Collateral Agent or Second Lien Secured Parties, and with respect thereto,
as of this Agreement by the Second Lien Collateral Agent or any Second Lien
Secured Party shall not be deemed, in and of itself, to be a breach of this
Agreement by the Third Lien Collateral Agent or any Third Lien Secured Party,
and a breach of this Agreement by the Third Lien Collateral Agent or any Third
Lien Secured Parties shall not be deemed, in and of itself, to be a breach of
this Agreement by the Second Lien Collateral Agent or any Second Lien Secured
Party.  [Signature pages follow]  34


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.  DEUTSCHE BANK AG NEW
  YORK BRANCH,as First Lien
  Collateral AgentBy:
  /Marguerite Sutton/Name:
  Marguerite SuttonTitle:
  DirectorBy:
  /Carin Keegan/Name: Carin
  KeeganTitle: Vice
  President


DEUTSCHE BANK TRUST
  COMPANY 
  AMERICAS, as Second Lien Collateral AgentBy:
  /Kerry Warwicker/Name: Kerry
  WarwickerTitle: Vice
  PresidentBy:
  /Randy Kahn/Name: Randy
  KahnTitle: Vice
  President


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