request.
(B) UPON THE LATEST OF (I) THE PAYMENT IN FULL IN CASH OF THE SECURED
OBLIGATIONS UNDER THE CREDIT AGREEMENT (OTHER THAN CONTINGENT OBLIGATIONS),
(II) THE TERMINATION DATE AND (III) THE TERMINATION, EXPIRATION, CASH
COLLATERALIZATION OR PROVISION OF OTHER CREDIT SUPPORT SATISFACTORY TO THE
ISSUING BANK OF ALL LETTERS OF CREDIT, THE PLEDGE AND SECURITY INTEREST GRANTED
HEREBY SHALL TERMINATE AND ALL RIGHTS TO THE COLLATERAL SHALL REVERT TO THE
APPLICABLE GRANTOR.
UPON ANY SUCH TERMINATION, THE COLLATERAL AGENT WILL, AT
THE APPLICABLE GRANTOR'S EXPENSE, EXECUTE AND DELIVER TO SUCH GRANTOR SUCH
DOCUMENTS AS SUCH GRANTOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH TERMINATION.
Section 20. Intercreditor.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
LIENS AND SECURITY INTERESTS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS
AGREEMENT IN ANY COLLATERAL AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE
COLLATERAL AGENT WITH RESPECT TO ANY COLLATERAL HEREUNDER ARE SUBJECT TO THE
LIMITATION 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 THE COMPANY, EACH OTHER LOAN
PARTY PARTY THERETO, THE COLLATERAL AGENT, DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS SECOND LIEN COLLATERAL AGENT (AS DEFINED THEREIN) AND DEUTSCHE BANK AG CAYMAN
ISLANDS BRANCH, AS THIRD LIEN COLLATERAL AGENT (AS DEFINED THEREIN), AND CERTAIN
OTHER PERSONS THAT MAY BECOME PARTY THERETO FROM TIME TO TIME AND CONSENTED TO
BY BUILDING MATERIALS CORPORATION OF AMERICA AND THE GRANTORS IDENTIFIED
THEREIN.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR
AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN AND CONTROL.
Section 21. Execution in Counterparts.
This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and
13
all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Agreement.
Section 22. Governing Law.
This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
Section 23. Jurisdiction, Etc.
(a)
Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or Federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement to which it is a party, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the fullest extent
permitted by law, in such Federal court.
Each of the parties hereto agrees that
a final judgment