MARINER HEALTH CARE INC
INTERCREDITOR AND COLLATERAL AGENCY
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>g76449ex10-5.txt
<DESCRIPTION>INTERCREDITOR AND COLLATERAL AGENCY
<TEXT>
<PAGE>
                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of
May 13, 2002, among (i) RESIDENTIAL FUNDING CORPORATION DBA GMAC-RFC HEALTH
CAPITAL ("GMAC"), as joint collateral agent hereunder (in such capacity,
together with its successors and assigns, the "Joint Collateral Agent"); (ii)
UBS AG, STAMFORD BRANCH ("UBS"), in its capacity as Administrative Agent (as
defined in the Credit Agreement referred to below); (iii) THE BANK OF NEW YORK,
a New York banking corporation, as trustee under the Rollover Note Indenture
referred to below (in such capacity, together with its successors and assigns,
the "Rollover Note Trustee"), and (iv) MARINER HEALTH CARE, INC. a Delaware
corporation ("Company") (the "Agreement").

INTRODUCTORY STATEMENT

                  WHEREAS, reference is made to that certain Credit and
Guaranty Agreement, dated as of the date hereof (as it may be amended,
restated, reframed supplemented or otherwise modified from time to time, the
"Credit Agreement"), by and among the Company, certain Subsidiaries of the
Company, as guarantors, the lenders party thereto from time to time (the
"Lenders"), Goldman Sachs Credit Partners L.P., as a Joint Lead Arranger and as
Syndication Agent, UBS Warburg LLC, as a Joint Lead Arranger, UBS, as
Administrative Agent and as Swing Line Lender, General Electric Capital
Corporation, as Documentation Agent, and as Collateral Monitoring Agent, and
for certain limited purposes, GMAC, as Joint Collateral Agent;

                  WHEREAS, reference is made to that certain Indenture, dated
as of the date hereof (as it may be amended restated, supplemented or otherwise
modified from time to time, the "Rollover Note Indenture"), by and among the
Company, certain Subsidiaries of the Company, as guarantors, and the Rollover
Note Trustee pursuant to which the Company has issued up to $150,000,000 of its
Second Priority Secured Notes due 2009 (the "Rollover Notes");

                  WHEREAS, in consideration of the extensions of credit and
other accommodations of Lenders and Lender Counterparties as set forth in the
Credit Agreement and the Hedge Agreements respectively, each Credit Party has
agreed to secure such Credit Party's obligations under the Credit Documents and
the Hedge Agreement as set forth in the Collateral Documents;

                  WHEREAS, in consideration of the purchase of the Rollover
Notes by the Rollover Noteholders as set forth in the Rollover Note Indenture,
each Credit Party has agreed to secure such Credit Party's obligations under
the Rollover Note Indenture and the Rollover Notes as set forth in the
Collateral Documents;


<PAGE>


                  WHEREAS, the execution of this Agreement is required by the
terms of the Credit Agreement and the Rollover Note Indenture; and

                  WHEREAS, the parties hereto desire to enter into this
Agreement to set forth the relative rights, remedies and options of the
respective parties under the aforementioned documents.

                  NOW, THEREFORE, the parties hereto agree as follows:

                  Section 1.        Definitions. (a) The following terms as
used herein (including, without limitation, in the introductory statement
hereof) shall have the following meanings:

                  "Administrative Agent" shall mean "Administrative Agent" as
such term is defined in the Credit Agreement.

                  "Authorized Officer" means, as applied to any Person, any
individual holding the position of chairman of the board (if an officer), chief
executive officer, president or one of its vice presidents (or the equivalent
thereof), and such Person's chief financial officer, chief accounting officer
or treasurer.

                   "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase
or other arrangements or rights to acquire any of the foregoing.

                  "Cash Equivalents" shall mean any of the following: (i) full
faith and credit obligations of the United States of America, or fully
guaranteed as to interest and principal by the full faith and credit of the
United States of America, maturing in not more than one year from the date such
investment is made; (ii) time deposits and certificates of deposit having a
final maturity of not more than one year after the date of issuance thereof of
any commercial bank incorporated under the laws of the United States of America
or any state thereof or the District of Columbia, which bank is a member of the
Federal Reserve System and has a combined capital and surplus of not less than
$1,000,000,000.00 and with a senior unsecured debt credit rating of at least
"A" by Moody's Investors Service, Inc., or "A" by Standard & Poor's Ratings
Services; (iii) commercial paper of companies, banks, trust companies or
national banking associations incorporated or doing business under the laws of
the United States of America or one of the States thereof, in each case having
a remaining term until maturity of not more than one hundred eighty (180) days
from the date such investment is made and rated at least P-1 by Moody's
Investors Service, Inc. or at least A-1 by Standard & Poor's Ratings Group;
(iv) repurchase agreements with any financial institution having combined
capital and surplus of not less than $1,000,000,000.00 with a term of not more
than seven (7) days for underlying securities of the type referred to in clause
(i) above; and (v) money market funds which invest primarily in the Cash
Equivalents set forth in the preceding clauses (i)-(iv).


                                       2
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                  "Collateral" means, collectively, all the real, personal, and
mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Secured
Obligations.

                  "Collateral Document" means the Pledge and Security
Agreement, the Mortgages, the Landlord Consent and Estoppel Agreements, if any,
and all other instruments, documents and agreements delivered by any Credit
Party pursuant to this Agreement or any of the other Credit Documents in order
to grant to Joint Collateral Agent, for the benefit of the Secured Parties, a
Lien on any real, personal or mixed property of that Credit Party as security
for the Secured Obligations.

                  "Credit Agreement" shall have the meaning given such term in
the introductory statement hereof.

                  "Credit Document" shall have the meaning given such term in
the Credit Agreement.

                  "Credit Party" shall mean the Company and each Guarantor.

                   "Directing Party" shall mean (i) until the First Priority
Termination Date, the Administrative Agent and (ii) at any time thereafter, so
long as any of the Rollover Notes remain Outstanding, the Rollover Note
Trustee.

                  "Event of Default" shall mean (i) at any time on or prior to
the First Priority Termination Date, an Event of Default as defined in the
Credit Agreement, and (ii) at any time after the First Priority Termination
Date, an Event of Default as defined in the Rollover Note Indenture.

                  "First Priority Obligations" shall mean the "Obligations" as
such term is defined in the Credit Agreement together with the Joint Collateral
Agent Fees, provided that at no time may the aggregate principal amount of the
First Priority Obligations exceed the amount of "Senior Indebtedness" as
permitted by and defined in the Rollover Note Indenture as of the date hereof
or as amended from time to time with the consent of Requisite Lenders as
defined in the Credit Agreement.

                  "First Priority Secured Parties" shall mean the Joint
Collateral Agent, the Agents, the Lenders and the Lender Counterparties and
shall include, without limitation, all former Lenders, Lender Counterparties,
Agents and Joint Collateral Agent to the extent that any First Priority
Obligations owing to such Persons were incurred while such Persons were
Lenders, Lender Counterparties, Agents (as such term is defined in the Credit
Agreement) or Joint Collateral Agent and such First Priority Obligations have
not been paid or satisfied in full.

                  "First Priority Termination Date" shall mean the last day to
occur of (i) the payment in full of all First Priority Obligations, (ii) the
cancellation or termination of all commitments under the Credit Agreement and
(iii) the cancellation or expiration of all outstanding Letters of Credit.


                                       3
<PAGE>


                  "Guarantors" shall have the meaning ascribed to such term in
the Credit Agreement.

                  "Joint Collateral Agent" shall have the meaning set forth in
the preamble.

                  "Joint Collateral Agent Fees" shall mean all fees, costs,
indemnification and expenses of the Joint Collateral Agent of the types
described in Sections 15 and 16 hereof.

                   "Landlord Consent and Estoppel Agreement" shall have the
meaning ascribed to such term in the Credit Agreement.

                  "Lien" means (i) any lien, mortgage, pledge, assignment,
security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing
and (ii) in the case of Securities, any purchase option, call or similar right
of a third party with respect to such Securities.

                  "Lenders" shall mean, collectively, the lenders set forth on
the signature pages to the Credit Agreement and their respective successors and
assigns.

                  "Lender Counterparties" shall have the meaning given such
term in the Credit Agreement.

                  "Lender Notes" shall mean "Notes" as such term is defined in
the Credit Agreement.

                  "Loans" shall have the meaning ascribed thereto in the Credit
Agreement.

                  "Mortgage" shall mean a Mortgage, Security Agreement,
Assignment of Rents and Leases and Fixture Filing, Open End Mortgage, Deed of
Trust, Trust Deed, Deed to Secure Debt, Credit Line Deed of Trust, Indemnity
Deed of Trust or similar or equivalent instrument secured by real property,
executed by the applicable Credit Party in favor of the Joint Collateral Agent,
as such document may be amended, supplemented, or otherwise modified from time
to time.

                   "Outstanding" shall mean, when used with respect to the
Secured Obligations, any Secured Obligations then or theretofore issued or
incurred by any Credit Party, including without limitation, an uncancelled
commitment under the Credit Agreement and any obligation under the Credit
Agreement to provide cash collateral in respect of outstanding letters of
credit or drafts drawn thereunder.

                  "Person" shall mean any natural person, corporation,
partnership, trust, joint venture, association, company, estate, business
entity, unincorporated organization or government or any agency or political
subdivision thereof.


                                       4
<PAGE>


                  "Pledge and Security Agreement" means that certain Pledge and
Security Agreement of even date herewith executed by each Guarantor and the
Company in favor of the Joint Collateral Agent, as it may be amended,
supplemented or otherwise modified from time to time.

                  "Proceeding" means any and each of (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding in connection therewith, relative to the
Credit Party or its assets, (ii) any liquidation, dissolution or other winding
up of the Credit Party, whether voluntary or involuntary involving insolvency
or bankruptcy or (iii) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of the Credit Party.

                  "Real Estate Assets" shall have the meaning given to such
term in the Credit Agreement.

                  "Responsible Officer" shall mean, with respect to the Company
or any other Credit Party, the president, vice president, chief financial
officer, chief accounting officer, secretary, treasurer or the general partner
or managing partner of such entity (or of the general partner or managing
partner of such entity, if not a natural person), as the case may be.

                   "Rollover Note Indenture" shall have the meaning given to
such term in the introductory statement hereof.

                  "Rollover Note Trustee" shall have the meaning set forth in
the preamble.

                  "Rollover Noteholders" shall mean those entities from time to
time holding Rollover Notes.

                  "Rollover Notes" shall have the meaning given to such term in
the introductory statement hereof.

                  "Second Priority Obligations" shall mean all obligations of
any nature of any Guarantor or the Company from time to time owed to the
Rollover Note Trustee or to any Rollover Noteholder under any Rollover Note or
the Rollover Note Indenture, whether for principal, premium, if any, or
interest (including interest which, but for the filing of a petition in
bankruptcy with respect to the Company or any Guarantor (as the case may be),
would have accrued on any Second Priority Obligation, whether or not a claim is
allowed against the Company or any Guarantor (as the case may be) for such
interest in the related bankruptcy proceeding) fees, expenses, indemnification
or otherwise together with the Joint Collateral Agent Fees.

                  "Second Priority Secured Parties" shall mean the Joint
Collateral Agent, the Rollover Noteholders and the Rollover Note Trustee.

                  "Secured Documents" shall mean (i) the Credit Agreement and
the Lender Notes if any and (ii) the Rollover Note Indenture and Rollover
Notes.


                                       5
<PAGE>


                  "Secured Obligations" shall mean, collectively, the First
Priority Obligations and the Second Priority Obligations.

                  "Secured Parties" shall mean collectively, the First Priority
Secured Parties and the Second Priority Secured Parties.

                   "Subsidiary" means, with respect to any Person, any
corporation, partnership, limited liability company, association, joint venture
or other business entity of which more than 50% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof; provided, in determining the percentage of
ownership interests of any Person controlled by another Person, no ownership
interest in the nature of a "qualifying share" of the former Person shall be
deemed to be outstanding.

                  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section and
subsection references are of this Agreement unless otherwise specified.

                  Section 2.        Appointment As Joint Collateral Agent.

                           (a)      The Administrative Agent has been appointed
to act as agent hereunder for the Lenders and Lender Counterparties pursuant to
the Credit Agreement. The Rollover Note Trustee has been appointed to act as
agent hereunder for the Rollover Noteholders pursuant to the Rollover Note
Indenture. The Administrative Agent on behalf of the Lenders, and the Rollover
Note Trustee on behalf of the Rollover Noteholders, hereby appoint and
authorize the Joint Collateral Agent to act as their agent in entering into the
Collateral Documents, enforcing their respective rights in respect of the
Collateral and administering the Collateral in accordance with the terms and
provisions of this Agreement.

                           (b)      The Joint Collateral Agent may exercise the
rights and remedies provided in this Agreement and in the Collateral Documents
in accordance at all times with the directions of the Directing Party as
provided herein and therein. In exercising rights and remedies with respect to
the Collateral, the Joint Collateral Agent at the direction of the Directing
Party shall enforce the provisions of the Collateral Documents and exercise
remedies thereunder, all in such order and in such manner as they may in their
sole discretion determine. Such exercise and enforcement shall include, without
limitation, the rights of an agent appointed by them to sell or otherwise
dispose of Collateral upon foreclosure, to incur expenses in connection with
such sale or disposition, and to exercise all the rights and remedies of a
secured lender under the UCC (as such term is defined in the Credit Agreement)
of any applicable jurisdiction and of a secured creditor under bankruptcy or
similar laws of any applicable jurisdiction.


                                       6
<PAGE>


                           (c)      The Joint Collateral Agent appointment
hereunder is subject to the following provisions and conditions:

                                    (i)      all rights, powers, duties and
         obligations conferred upon the Joint Collateral Agent in respect of
         the custody, control and management of moneys, papers or securities
         shall be exercised solely by the Joint Collateral Agent upon the
         directions of the Directing Party (which, at anytime, if requested by
         the Joint Collateral Agent shall henceforth be in writing executed and
         delivered by the Directing Party to the Joint Collateral Agent);

                                    (ii)     all rights, powers, duties and
         obligations conferred or imposed upon the Joint Collateral Agent
         hereunder and under the Collateral Documents shall be conferred or
         imposed and exercised or performed by the Joint Collateral Agent upon
         the directions of the Directing Party (which, at anytime, if requested
         by the Joint Collateral Agent shall henceforth be in writing executed
         and delivered by the Directing Party to the Joint Collateral Agent);

                                    (iii)    no power given hereby or by any of
         the Collateral Documents to the Joint Collateral Agent shall be
         exercised hereunder or thereunder by the Joint Collateral Agent except
         with the consent of the Directing Party (which, at any time, if
         requested by the Joint Collateral Agent shall henceforth be in writing
         executed and delivered by the Directing Party to the Joint Collateral
         Agent), anything contained herein to the contrary notwithstanding;

                                    (iv)     the Joint Collateral Agent shall
         not be personally liable by reason of any act or omission of any
         Directing Party or any act or omission of the Joint Collateral Agent
         acting or not acting in accordance with directions of any Directing
         Party; and

                                    (v)      at all times that the Directing
         Party is the Administrative Agent, the Directing Party shall provide
         to the Rollover Note Trustee a copy, extract or summary of any written
         direction, request or instruction given by it to the Joint Collateral
         Agent (in such capacity only) at the same time as such direction,
         request or instruction is delivered to the Joint Collateral Agent.

                           (d)      Notwithstanding the generality of Section
2(c) above, the Directing Party shall have the right, by instrument in writing
executed and delivered to the Joint Collateral Agent (unless such requirement
is waived by the Joint Collateral Agent in its sole discretion), to direct the
time, method and place of conducting any proceeding for any right or remedy
available to the Joint Collateral Agent, or of exercising any trust or power
conferred on the Joint Collateral Agent, or the appointment of a receiver, or
to direct the taking or the refraining from taking of any action authorized by
this Agreement or the Collateral Documents; provided, that such direction shall
not


                                       7
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conflict with the provisions of any law or of this Agreement or the Collateral
Documents. In the absence of such direction, the Joint Collateral Agent shall
have no duty to take or refrain from taking any action unless explicitly
required herein.

                           (e)      The Joint Collateral Agent may at any time
request directions from the Directing Party as to any course of action or other
matter relating hereto. Directions given by the Directing Party hereunder that
are consistent with the rights of the Secured Parties under the Secured
Documents shall be binding on all Secured Parties and their successors and
assigns for all purposes and the Joint Collateral Agent shall not be liable to
any party by reason of the Joint Collateral Agent acting (or not acting) in
accordance with any directions given by the Directing Party.

                           (f)      So long as the First Priority Obligations
are Outstanding, (i) the parties hereto agree that, after the date hereof, if
the Rollover Note Trustee shall hold any Lien on any assets of Company or any
of its Subsidiaries securing the Second Priority Obligations, the Rollover Note
Trustee, upon demand by the Joint Collateral Agent, shall assign it to the
Joint Collateral Agent as security for the Secured Obligations, or if such
assignment is not possible, shall subordinate such lien to the satisfaction of
Joint Collateral Agent acting on instructions of the Directing Party or shall
release such lien and (ii) the Company agrees not to grant any Lien on any of
its assets, or permit any Subsidiary of the Company to grant a Lien on any of
its assets, in favor of the Rollover Noteholders other than to the Joint
Collateral Agent as security for the Secured Obligations pursuant to the
Collateral Documents.

                           (g)      So long as the Second Priority Obligations
are Outstanding, (i) the parties hereto agree that, after the date hereof, if
the Administrative Agent shall hold any Lien on any assets of the Company or
any of its Subsidiaries securing the First Priority Obligations (other than in
respect of the Cash Collateral Accounts (as defined in the Credit Agreement as
of the date hereof)), the Administrative Agent, upon demand by the Joint
Collateral Agent shall assign it to the Joint Collateral Agent as security for
the Secured Obligations, or if such assignment is not possible, shall
subordinate such lien to the satisfaction of Joint Collateral Agent acting on
instructions of the Directing Party or shall release such lien and (ii) the
Company agrees not to grant any Lien on any of its assets, or permit any
Subsidiary of the Company to grant a Lien on any of its assets (other than the
Cash Collateral Accounts), in favor of the Lenders other than to the Joint
Collateral Agent as security for the Secured Obligations pursuant to the
Collateral Documents.

                           (h)      So long as the First Priority Obligations
are Outstanding, whether or not any Proceeding has been commenced by or against
any Credit Party, (i) the Rollover Note Trustee and the Rollover Noteholders
will not exercise or seek to exercise any rights or remedies (including setoff)
solely with respect to any Collateral, institute any action or proceeding with
respect to such rights or remedies, including, without limitation, any action
of foreclosure, contest, protest or object to any foreclosure proceeding or
action brought by the Joint Collateral Agent, or any other exercise by any such
party, of any rights and remedies relating to the Collateral under the
Collateral Documents or otherwise, or object to the forbearance by the Lenders,
Administrative


                                       8
<PAGE>


Agent or Joint Collateral Agent from bringing or pursuing any foreclosure
proceeding or action or any other exercise of any rights or remedies relating
to the Collateral and (ii) the Joint Collateral Agent shall have the exclusive
right to enforce rights, exercise remedies (including, without limitation,
setoff and the right to credit bid their debt) and make determinations
regarding release, disposition, or restrictions with respect to the Collateral
without any consultation with or the consent of the Rollover Note Trustee or
any Rollover Noteholder; provided, however, that (without prejudice to any
other rights the Rollover Note Trustee may have) in any Proceeding commenced by
or against any Credit Party, the Rollover Note Trustee may file a claim or
statement of interest with respect to the Second Priority Obligations.

                           (i)      The Rollover Note Trustee, on behalf of
itself and the Rollover Noteholders, agrees that it will not take or receive
any Collateral or any proceeds of Collateral in connection with the exercise of
any right or remedy (including setoff) with respect to any Collateral, for so
long as the First Priority Obligations are Outstanding. Without limiting the
generality of the foregoing, for so long as the First Priority Obligations are
Outstanding, except as expressly provided in the proviso in Section 2(h) above,
the sole right of the Rollover Note Trustee and the Rollover Noteholders with
respect to the Collateral is to be a silent beneficiary of the Lien on the
Collateral granted to the Joint Collateral Agent pursuant to the Collateral
Documents for the period and to the extent granted therein and to receive a
share of the proceeds thereof, if any, after the First Priority Obligations
have been indefeasibly paid in full and are no longer Outstanding.

                           (j)      Any Collateral or proceeds thereof received
by the Administrative Agent, the Rollover Note Trustee, any Lender or any
Rollover Noteholder in connection with the exercise of any right or remedy
(including setoff) relating to the Collateral in contravention of this
Agreement shall be segregated and held in trust and forthwith paid over to the
Joint Collateral Agent for application in accordance with the terms of this
Agreement in the same form as received, with any necessary endorsements or as a
court of competent jurisdiction may otherwise direct. The Joint Collateral
Agent is hereby authorized to make any such endorsements as agent for
Administrative Agent, the Rollover Note Trustee or any such Lender or Rollover
Noteholder. This authorization is coupled with an interest and is irrevocable.

                           (k)      The Joint Collateral Agent shall have the
sole and exclusive right, under the circumstances provided in Section 5.5(a) of
the Credit Agreement and Section 6.1(a) of the Pledge and Security Agreement
(and subject to the express rights of the Credit Party thereunder), to adjust
settlement for any insurance policy covering the Collateral in the event of any
loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Collateral. All proceeds of any such policy and any
such award shall be paid to the Joint Collateral Agent for distribution in
accordance with Section 8 hereof. If the Administrative Agent, the Rollover
Note Trustee, any Lender or any Rollover Noteholder shall, at any time, receive
any proceeds of any such insurance policy or any such award in contravention of
this Agreement, it shall pay such proceeds over to the Joint Collateral Agent
in accordance with the terms of this Agreement.


                                       9
<PAGE>


                           (l)      To the maximum extent permitted by law,
each Second Priority Secured Party waives any claim it might have against the
First Priority Secured Parties with respect to, or arising out of or in
connection with, any action or failure to act or any error of judgment,
negligence, mistake or oversight whatsoever on the part of any First Priority
Secured Party or its directors, officers, employees, attorneys or agents with
respect to any exercise of rights or remedies under the Credit Documents, other
than any claims resulting from the gross negligence or willful misconduct of
any First Priority Secured Party. No First Priority Secured Party nor any of
its directors, officers, employees, attorneys or agents shall be (a) liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or (b) under any obligation to sell or otherwise dispose of
any Collateral upon the request of any Credit Party or any Second Priority
Secured Party or any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. Without limiting the generality
of the foregoing, the Joint Collateral Agent shall not have any duty to the
Secured Parties with respect to the perfection of the liens and security
interests created pursuant to the Collateral Documents and the maintenance of
the validity, effectiveness and priority thereof other than to act in
accordance with the written direction of the Directing Party with respect to
the same.

                  Section 3.        Remedies Not Exclusive. (a) No remedy
conferred upon or reserved to the Joint Collateral Agent or Directing Party
herein or in the Secured Documents or the Collateral Documents is intended to
be exclusive of any other remedy or remedies, but every such remedy shall be
cumulative and shall be in addition to every other remedy conferred herein or
in the Secured Documents or the Collateral Documents or now or hereafter
existing at law or in equity or by statute.

                           (b)      No delay or omission by the Joint
Collateral Agent or Directing Party to exercise any right, remedy or power
hereunder or under the Collateral Documents shall impair any such right, remedy
or power or shall be construed to be a waiver thereof or an acquiescence
therein, and every right, power and remedy given by this Agreement or the
Collateral Documents to the Joint Collateral Agent or Directing Party may be
exercised from time to time and as often as may be deemed expedient by the
Joint Collateral Agent or Directing Party.

                           (c)      If the Joint Collateral Agent shall have
proceeded to enforce any right, remedy or power under this Agreement or the
Collateral Documents and the proceeding for the enforcement thereof shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to the Joint Collateral Agent, then the Credit Parties, the Joint
Collateral Agent and the Secured Parties shall, subject to any determination in
such proceeding, severally and respectively be restored to their former
positions and rights hereunder and under the Collateral Documents with respect
to the Collateral and in all other respects, and thereafter all rights,
remedies and powers of the Joint Collateral Agent and Directing Party shall
continue as though no such proceeding had been taken.

                           (d)      All rights of action and of asserting
claims upon or under this Agreement and the Collateral Documents may be
enforced by the Joint Collateral Agent


                                      10
<PAGE>


without the possession of the Collateral Documents or any instrument evidencing
any Secured Obligation or the production thereof at any trial or other
proceeding relative thereto, and any suit or proceeding instituted by the Joint
Collateral Agent shall be, subject to Section 11 hereof, brought in its name as
Joint Collateral Agent and any recovery of a judgment shall be held as part of
the Collateral.

                  Section 4.        Waiver and Estoppel. (a) The Company on
behalf of the Credit Parties agrees, to the extent it may lawfully do so, that
it will not, at any time in any manner whatsoever, claim or take the benefit or
advantage of any appraisement, valuation, stay, extension, moratorium, turnover
or redemption law, or any law permitting it to direct the order in which the
Collateral shall be sold, now or at any time hereafter in force, which may
delay, prevent or otherwise affect the performance or enforcement of this
Agreement or the Collateral Documents and hereby waives all benefit or
advantage of all such laws and covenants that it will not hinder, delay or
impede the execution of any power granted to the Joint Collateral Agent or
Directing Party in this Agreement or the Collateral Documents but will suffer
and permit the execution of every such power as though no such law were in
force.

                           (b)      Each of the Company on behalf of the Credit
Parties, the Administrative Agent on behalf of the Lenders and the Rollover
Note Trustee on behalf of the Rollover Noteholders waives and releases, to the
extent it may lawfully do so, on behalf of itself and all who claim through or
under it, including without limitation, any and all subsequent creditors,
vendees, assignees and lienors, all rights to demand or to have any marshaling
of the Collateral upon any sale, whether made under any power of sale granted
herein or in the Collateral Documents or pursuant to judicial proceedings or
upon foreclosure or any enforcement of this Agreement or the Collateral
Documents and consents and agrees that all the Collateral may at any such sale
be offered and sold as an entirety.

                           (c)      Each of the Company on behalf of the Credit
Parties, the Administrative Agent on behalf of the Lenders and the Rollover
Note Trustee on behalf of the Rollover Noteholders waives any rights, to the
extent permitted by applicable law, to presentment, demand, protest and any
notice of any kind (except notices explicitly required hereunder or under the
Secured Documents or the Collateral Documents) in connection with this
Agreement and the Collateral Documents and any action taken by the Joint
Collateral Agent with respect to the Collateral.

                  Section 5.        Limitation on Joint Collateral Agent's Duty
in Respect of Collateral. Beyond its duties as to the custody thereof expressly
provided herein or in the Collateral Documents and to account to the Secured
Parties and the Credit Parties for moneys and other property received by it
hereunder or under the Collateral Documents, the Joint Collateral Agent shall
not have any duty to the Credit Parties or to the Secured Parties as to any
Collateral in the possession or control of any of its agents or nominees, or
any income thereon or as to the preservation of rights against prior parties or
any other rights pertaining thereto.


                                      11
<PAGE>


                  Section 6.        Limitation by Law. All rights, remedies,
powers and waivers provided by this Agreement may be exercised only to the
extent that the exercise thereof does not violate any applicable provision of
law, and all the provisions hereof are intended to be subject to all applicable
mandatory provisions of law which may be controlling and to be limited by the
extent necessary so that they will not render this Agreement, the Secured
Documents or any Collateral Document invalid, unenforceable in whole or in part
or not entitled to be recorded, registered or filed under provisions of any
applicable law.

                  Section 7.        Rights of Secured Parties under Secured
Documents. Notwithstanding any other provision of this Agreement or the
Collateral Documents, as between each Secured Party on the one hand and the
Company on the other hand, the right of such Secured Party to receive payment
of the Secured Obligations held by such Secured Party when due (whether at the
stated maturity thereof, by acceleration or otherwise) as expressed in the
related Secured Document or other instrument evidencing, or agreement
governing, a Secured Obligation, and to institute suit against any Credit Party
for the enforcement of such payment on or after such due date, and the
obligation of the Credit Parties to pay such Secured Obligation when due, shall
not be impaired or affected by this Agreement. It is acknowledged and agreed by
all parties hereto that notwithstanding any provision or implication to the
contrary herein, the Second Priority Obligations are not subordinated in right
of payment to the First Priority Obligations.

                  Section 8.        Distributions

                           (a)      All proceeds of Collateral held or received
by the Joint Collateral Agent shall, to the extent available for distribution
at any time (it being understood that the Joint Collateral Agent may liquidate
investments prior to maturity in order to make a distribution pursuant to this
Section 8), be distributed by the Joint Collateral Agent in the following order
of priority:

                  First: to the Joint Collateral Agent for any unpaid Joint
Collateral Agent Fees; provided, however, that nothing herein is intended to
relieve the Company of its obligations to pay such costs, fees, expenses or
liabilities from funds other than funds representing proceeds of the
Collateral;

                  Second: to the Administrative Agent, in an amount equal to
all reasonable costs, expenses and disbursements of the Administrative Agent;

                  Third: to the Administrative Agent, in an amount equal to the
unpaid amount of all other First Priority Obligations then Outstanding in such
order of priority as may be provided in the Credit Agreement;

                  Fourth: to the Rollover Note Trustee, in an amount equal to
all reasonable costs, expenses and disbursements of the Rollover Note Trustee;


                                      12
<PAGE>


                  Fifth: to the Rollover Note Trustee, in an amount equal to
the unpaid amount of Second Priority Obligations then Outstanding in such order
of priority as may be provided in the Rollover Note Indenture; and

                  Sixth: any surplus then remaining shall be paid to the
Company or its successors or assigns or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.

                           (b)      The Joint Collateral Agent shall make all
payments and distributions under this Section 8: (i) on account of First
Priority Obligations, to the Administrative Agent for redistribution in
accordance with the provisions of the Credit Agreement and (ii) on account of
the Second Priority Obligations, to the Rollover Note Trustee for
redistribution in accordance with the provisions of the Rollover Note
Indenture.

                           (c)      In making the determinations and
allocations required by Section 8(a) hereof, the Joint Collateral Agent may
rely upon information supplied by the Administrative Agent as to the amounts
payable with respect to First Priority Obligations and upon information
supplied by the Rollover Note Trustee as to the amounts payable with respect to
the Second Priority Obligations, and the Joint Collateral Agent shall have no
liability to the Credit Parties or any of the Secured Parties for actions taken
in reliance on such information. The Joint Collateral Agent shall supply copies
of such information to the Company promptly upon receipt thereof. All
distributions made by the Joint Collateral Agent pursuant to Section 8(a)
hereof shall be (subject to any decree of any court of competent jurisdiction)
final, and the Joint Collateral Agent shall have no duty to inquire as to the
application by the Administrative Agent or the Rollover Note Trustee of any
amounts distributed to them.

                           (d)      If, through the operation of any
bankruptcy, reorganization, insolvency or other laws or otherwise, the Joint
Collateral Agent's security interest under any of the Collateral Documents is
enforced with respect to some, but not all, of the Secured Obligations then
Outstanding, the Joint Collateral Agent shall nonetheless apply the proceeds of
the Collateral for the benefit of the Secured Parties in the proportions and
subject to the priorities specified herein.

                  Section 9.        Delegation of Duties. The Joint Collateral
Agent may execute any of the powers hereof and perform any duty hereunder
either directly or by or through agents or attorneys-in-fact, who may include
officers and employees of the Company; provided, that the Joint Collateral
Agent shall so execute and perform any such duty by or through such Person
(including, prior to the First Priority Termination Date, the Administrative
Agent and thereafter, so long as any of the Rollover Notes are then
outstanding, the Rollover Note Trustee) as the Directing Party may direct. The
Joint Collateral Agent shall be entitled to the advice of counsel selected by
the Directing Party concerning all matters pertaining to such powers and
duties. The Joint Collateral Agent shall not be responsible for the negligence
or misconduct of any agents or attorneys-in-fact selected by it without bad
faith, gross negligence or willful misconduct.


                                      13
<PAGE>


                  Section 10.       Reliance by Joint Collateral Agent. (a)
Whenever in the administration of this Agreement or the Collateral Documents
the Joint Collateral Agent shall deem it necessary or desirable that a factual
matter be proved or established in connection with the Joint Collateral Agent
taking, suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof is herein specifically prescribed) may be deemed to
be conclusively proved or established by a certificate of an Authorized Officer
of the Company delivered to the Joint Collateral Agent, and such certificate
shall be full warranty to the Joint Collateral Agent for any action taken,
suffered or omitted in reliance thereon in compliance with the Agreement and
any Secured Document, subject, however, to the provisions of Section 11 hereof.

                           (b)      Irrespective of any direction from the
Directing Party, the Joint Collateral Agent may consult with counsel,
accountants, or other experts, and any opinion of counsel or opinion of
accountants or other experts shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder or under
the Collateral Documents in accordance therewith. The Joint Collateral Agent
shall have the right at any time to seek instructions concerning the
administration of this Agreement and the Secured Documents from any court of
competent jurisdiction.

                           (c)      The Joint Collateral Agent may rely, and
shall be fully protected in acting, upon any resolution, statement,
certificate, instrument, opinion, report, notice, request, consent, order, bond
or other paper or document which it has no reason to believe to be other than
genuine and to have been signed or presented by the proper party or parties or,
in the case of cables, telecopies and telexes, to have been sent by the proper
party or parties. In the absence of its gross negligence or willful misconduct,
the Joint Collateral Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Joint Collateral Agent and conforming
to the requirements of this Agreement or the Collateral Documents.

                           (d)      Irrespective of any direction from the
Directing Party, the Joint Collateral Agent shall not be under any obligation
to exercise any of the rights or powers vested in the Joint Collateral Agent by
this Agreement (including, without limitation, Section 8(a) or 11(b) hereof)
and the Collateral Documents unless the Joint Collateral Agent shall have been
provided adequate security and indemnity against the costs, expenses and
liabilities that may be incurred by it in connection therewith, including such
reasonable advances as may be requested by the Joint Collateral Agent.

                           (e)      Upon any application or demand by the
Company to the Joint Collateral Agent to take or permit any action under any of
the provisions of this Agreement or the Collateral Documents, the Joint
Collateral Agent may require that the Company furnish to the Joint Collateral
Agent a certificate of an Authorized Officer stating that all conditions
precedent, if any, provided for in this Agreement, the Secured Documents or in
the Collateral Documents relating to the proposed application or demand have
been satisfied.


                                      14
<PAGE>


                           (f)      In any case in which the Joint Collateral
Agent shall be required or permitted to determine whether any proceeds of the
sale or other disposition of any property shall be proceeds of Collateral, or
otherwise to make any determination as to the extent to which the Collateral
Documents secures any Secured Obligations, the Joint Collateral Agent is
authorized, at the cost and expense of the Company and without any direction
from, or requirements for consent of or authorization by any Secured Party to
institute proceedings in a court of competent jurisdiction for the obtaining of
any authoritative determination of such matter. If the Joint Collateral Agent
institutes any such proceeding, it shall give prompt written notice thereof to
the Administrative Agent, the Rollover Note Trustee and the Company and shall
afford each of them the opportunity to participate in such proceeding.

                  Section 11.       Limitations and Duties of Joint Collateral
Agent. (a) The Joint Collateral Agent shall be obligated to perform such duties
and only such duties as are specifically set forth in this Agreement and the
Collateral Documents, and no implied covenants or obligations shall be read
into this Agreement or the Collateral Documents against the Joint Collateral
Agent. The Joint Collateral Agent shall exercise the rights and powers vested
in it by this Agreement and the Collateral Documents, and the Joint Collateral
Agent shall not be liable with respect to any action taken by it or omitted to
be taken by it, in accordance with the direction of the Directing Party.

                           (b)      Except as herein otherwise expressly
provided, the Joint Collateral Agent shall not be under any obligation to take
any action which is discretionary under the provisions hereof or of the
Collateral Documents except upon the written direction of the Directing Party.
Upon written request by the Administrative Agent or the Rollover Note Trustee,
the Joint Collateral Agent shall make available for inspection and copying by
the Administrative Agent or the Rollover Note Trustee, as applicable, each
certificate or other paper furnished to the Joint Collateral Agent by the
Company under or in respect of this Agreement, the Collateral Documents or the
Collateral.

                           (c)      No provision of this Agreement or of the
Collateral Documents shall be deemed to impose any duty or obligation on the
Joint Collateral Agent to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it in any jurisdiction in which it
shall be illegal, or in which the Joint Collateral Agent shall be legally
unqualified or incompetent, to perform any such act or acts or to exercise any
such right, power, duty or obligation or if such performance or exercise would
constitute doing business by the Joint Collateral Agent in such jurisdiction or
imposes a tax on the Joint Collateral Agent by reason thereof.

                  Section 12.       Moneys to be Held in Trust. All moneys
received by the Joint Collateral Agent under or pursuant to any provision of
this Agreement or the Collateral Documents (except Joint Collateral Agent Fees)
shall be held in trust for the purposes for which they were paid or are held.

                  Section 13.       Delivery of Secured Documents. On or before
the time of the making of the initial Credit Extensions pursuant to (and as
defined in) the Credit


                                      15
<PAGE>


Agreement, the Company shall deliver to Joint Collateral Agent true and
complete copies of all Collateral Documents as in effect at such time. The
Company shall deliver to the Joint Collateral Agent, promptly upon the
execution thereof, a true and complete copy of any amendment, modification or
supplement to any Collateral Document, entered into after such time.

                  Section 14.       Information as to the Secured Parties,
Administrative Agent and Rollover Noteholders. The Company shall promptly
deliver to the Joint Collateral Agent, from time to time upon request of the
Joint Collateral Agent, a list setting forth as of a date not more than 30 days
prior to the date of such delivery, (i) the amount and type of the Outstanding
First Priority Obligations (it being agreed that unless otherwise specifically
requested, in the case of such obligations in respect of Hedge Agreements (as
defined in the Credit Agreement), a good faith estimate shall suffice) and the
name and address of the Administrative Agent and (ii) the amount and type of
Outstanding Second Priority Obligations and the name and address of the
Rollover Note Trustee and the Rollover Noteholders.

                  Section 15.       Compensation; Expenses. The Company agrees
to pay to the Joint Collateral Agent, from time to time upon demand, (i)
reasonable compensation (which shall not be limited by any provision of law in
regard to compensation of fiduciaries or of a trustee of an express trust) for
its services hereunder and under the Collateral Documents and for administering
the Collateral as set forth in the Credit Documents and the Rollover Note
Indenture and as separately agreed in writing between the Joint Collateral
Agent and the Company and (ii) all of the reasonable fees, costs and expenses
of the Joint Collateral Agent (including, without limitation, any reasonable
and documented fees and disbursements of its counsel and such special counsel,
accountants or other experts as the Joint Collateral Agent may elect to retain
in the exercise of its reasonable judgment) (A) arising in connection with the
preparation, execution, delivery, modification, restatement, amendment or
termination of this Agreement and the Collateral Documents or the enforcement
of any of the provisions hereof or thereof or the exercise of any rights
hereunder or thereunder or (B) incurred or required to be advanced in
connection with the administration of the Collateral, the sale or other
disposition or the custody or release of Collateral pursuant to the Collateral
Documents and the preservation, protection or defense of the Joint Collateral
Agent's rights under this Agreement and the Collateral Documents and in and to
the Collateral.

                  Section 16.       Indemnification. The Company agrees to pay,
indemnify, and hold the Joint Collateral Agent harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs or expenses (including without limitation or
duplication, the reasonable and documented fees and disbursements of counsel)
incurred by the Joint Collateral Agent with respect to the execution, delivery,
enforcement, performance and administration of this Agreement and the
Collateral Documents, unless arising from the gross negligence or willful
misconduct of the Joint Collateral Agent (including, without limitation,
indemnification of the Joint


                                      16
<PAGE>


Collateral Agent for liabilities of the Joint Collateral Agent for the net
amount of taxes (after taking account of any deduction, credit or other tax
reduction or benefit available by reason of the imposition of any such tax) in
any jurisdiction in which the Joint Collateral Agent would not otherwise be
subject to tax except by reason of its acting under this Agreement or the
Collateral Documents (directly or through agents); provided, that such
indemnification for taxes (a) shall apply only (i) in respect of taxes
attributable to the performance of the Joint Collateral Agent's obligations as
Joint Collateral Agent hereunder and (ii) to the extent that the Joint
Collateral Agent, using reasonable efforts, shall have been unable to avoid or
minimize the same as contemplated by Section 18 hereof and (b) shall in no
event cover any federal, state, local or other taxes imposed upon the Joint
Collateral Agent with respect to or measured by its net income or profits. In
any suit, proceeding or action brought by the Joint Collateral Agent under or
with respect to any contract, agreement, interest or obligation constituting
part of the Collateral for any sum owing thereunder, or to enforce any
provisions thereof or of any of the Collateral Documents or this Agreement, the
Company will save, indemnify and keep the Joint Collateral Agent harmless from
and against all expense, loss or damage suffered by reason of any defense,
setoff, counterclaim, recoupment or reduction of liability whatsoever of the
obligor thereunder, arising out of a breach by any Credit Party of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such obligee or its successors
from such Credit Party, and all such obligations of such Credit Party shall be
and remain enforceable against and only against such Credit Party and shall not
be enforceable against the Joint Collateral Agent.

                  Section 17.       Releases. (a) Sales or other dispositions
of Collateral which are not prohibited by the Credit Agreement and the Rollover
Note Indenture shall not require any written or oral release or consent of the
Joint Collateral Agent. Nevertheless, the Company shall be entitled to request
upon presentation of a certificate from the Company that a sale is being
consummated in accordance with the Credit Agreement and the Rollover Note
Indenture, that the Joint Collateral Agent (i) execute and deliver to the
Company or any purchaser of Collateral, a written release, termination,
disclaimer or quitclaim of the Joint Collateral Agent's interest in any
Collateral hereunder and under the Collateral Documents, and the Company or
such purchaser, as the case may be, shall be entitled to rely conclusively on
such release, termination, disclaimer or quitclaim and/or (ii) redeliver any
such Collateral then in the possession of the Joint Collateral Agent or any
agent or nominee thereof. Such request shall be in writing signed by an
Authorized Officer of the Company, shall describe the property to be released
in reasonable detail and shall state (with reference to applicable Sections of
the Credit Agreement and the Rollover Note Indenture) that such release is or
will be in accordance with the Credit Agreement and the Rollover Note
Indenture. The cancellation and satisfaction of all or any part of the Secured
Documents shall be without prejudice to the rights of the Joint Collateral
Agent to charge and be reimbursed for any expenditures which it may thereafter
incur in connection therewith and for which it is entitled to reimbursement
hereunder.

                           (b)      Sales or other dispositions of Collateral
which are prohibited by either the Credit Agreement or the Rollover Note
Indenture shall require the written consent of the Joint Collateral Agent. Such
consent shall be given by the Joint Collateral Agent (i) at the direction of
the Administrative Agent and/or such of the Lenders as may


                                      17
<PAGE>


be required under the Credit Agreement, if such sale or disposition is
permitted by the Rollover Note Indenture but not the Credit Agreement, (ii) at
the direction of the Rollover Note Trustee or Rollover Noteholders holding a
majority in principal amount of the Rollover Notes then Outstanding, if such
sale or disposition is permitted by the Credit Agreement but not the Rollover
Note Indenture and (iii) at the direction of both of the Administrative Agent
and/or such of the Lenders as may be required under the Credit Agreement, on
the one hand, and of the Rollover Note Trustee and/or such of the Rollover
Noteholders as may be required under the Rollover Note Indenture, on the other,
if such sale or disposition is prohibited by both the Credit Agreement and the
Rollover Note Indenture.

                           (c)      The notices, statements, directions and
certificates requested under or required by this Section 17 (together with any
required certificate of a Authorized Officer) shall be full authority for and
direction to the Joint Collateral Agent to execute and deliver the releases,
disclaimers, quitclaims and other instruments referred to in this Section 17.
The Joint Collateral Agent in so doing shall have no liability to any Person.

                  Section 18.       Exculpatory Provisions. (a) The Joint
Collateral Agent shall not be responsible in any manner whatsoever for any
recitals, statements, representations or warranties herein or in the Collateral
Documents, all of which are made solely by the Credit Parties or made in any
written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made
by any Joint Collateral Agent to any Secured Party or by or on behalf of any
Credit Party to any Secured Party in connection with the Secured Documents or
Collateral Documents and the transactions contemplated thereby or for the
financial condition or business affairs of any Credit Party or any other Person
liable for the payment of any Secured Obligations, nor shall the Joint
Collateral Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Secured Documents or Collateral Documents or as to the
existence or possible existence of any Event of Default or to make any
disclosures with respect to the foregoing. The Joint Collateral Agent makes no
representations as to the value or condition of the Collateral or any part
thereof, or as to the title of the Credit Parties thereto or as to the security
afforded by this Agreement or the Collateral Documents, or as to the
genuineness, validity, execution (except its own execution), effectiveness,
enforceability, legality, collectability or sufficiency of this Agreement, the
Collateral Documents or the Secured Obligations, and the Joint Collateral Agent
shall incur no liability or responsibility in respect of any such matters. The
Joint Collateral Agent shall not be responsible for insuring the Collateral or
for the payment of taxes, charges or assessments or discharging of liens upon
the Collateral or otherwise as to the maintenance of the Collateral, except
that if the Joint Collateral Agent takes possession of any Collateral, the
Joint Collateral Agent shall use reasonable care in the preservation of the
Collateral in its possession.

                           (b)      The Joint Collateral Agent shall not be
required to ascertain or inquire as to the performance by the Credit Parties of
any of the covenants or agreements contained herein, in the Collateral
Documents or in any Secured Document.


                                      18
<PAGE>


Whenever it is necessary, or in the reasonable opinion of the Joint Collateral
Agent advisable, for the Joint Collateral Agent to ascertain the amount of
Secured Obligations then held by Secured Parties, the Joint Collateral Agent
may rely on a certificate of the Rollover Note Trustee in the case of Second
Priority Obligations, or a certificate of the Administrative Agent in the case
of First Priority Obligations, and if the Rollover Note Trustee or the
Administrative Agent shall not give such information to the Joint Collateral
Agent, the Rollover Note Trustee or the Administrative Agent (as the case may
be) shall not be entitled to receive distributions hereunder.

                           (c)      The Joint Collateral Agent shall be under
no obligation or duty to take any action under this Agreement or the Collateral
Documents if taking such action (i) would subject the Joint Collateral Agent to
a tax in any jurisdiction where it is not then subject to a tax or would
require the Joint Collateral Agent to qualify to do business in any
jurisdiction where it is not then so qualified, unless the Joint Collateral
Agent receives security or indemnity satisfactory to it against such tax (or
equivalent liability), or any liability resulting from such qualification, in
each case that results from the taking of such action under this Agreement or
the Collateral Documents or (ii) would subject the Joint Collateral Agent to in
personam jurisdiction in any location where it is not then so subject.

                           (d)      Notwithstanding any other provision of this
Agreement, the Joint Collateral Agent shall not be personally liable for any
action taken or omitted to be taken by it in connection with this Agreement or
the Collateral Documents except for its own gross negligence or willful
misconduct.

                           (e)      The Joint Collateral Agent shall have the
same rights with respect to any Secured Obligation held by it as any other
Secured Party and may exercise such rights as though it were not the Joint
Collateral Agent hereunder, and may accept deposits from, lend money to and
generally engage in any kind of banking or trust business with the Credit
Parties as if it were not the Joint Collateral Agent.

                           (f)      Subject to the provisions of this Agreement
and the Collateral Documents concerning the Joint Collateral Agent's duty of
care with respect to Collateral in the Joint Collateral Agent's possession, the
Joint Collateral Agent shall not be personally liable for any acts, omissions,
errors of judgment or mistakes of fact or law made, taken or omitted to be made
or taken by it in connection with this Agreement or any Collateral Documents
(including, without limitation, acts, omissions, errors or mistakes with
respect to the Collateral including failure to take or to record or otherwise
perfect for any reason or for no reason any lien or security interest, exercise
or delay in or refrain from exercising any right or remedy against any Credit
Party or any Security or any Person) except for those arising out of or in
connection with the Joint Collateral Agent's gross negligence or willful
misconduct. Without prejudice to the generality of the foregoing, (i) the Joint
Collateral Agent shall be entitled to rely, and shall be fully protected in
relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper Person or
Persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for any Credit
Party), accountants, experts and other


                                      19
<PAGE>


professional advisors selected by it; and (ii) no Secured Party shall have any
right of action whatsoever against the Joint Collateral Agent as a result of
the Joint Collateral Agent acting or (where so instructed) refraining from
acting hereunder or any of the other Collateral Documents in accordance with
the instructions of the Directing Party.

                  Section 19.       Resignation and Removal of the Joint
Collateral Agent. (a) The Joint Collateral Agent may at any time, by giving
written notice to the Company, the Administrative Agent and the Rollover Note
Trustee, resign and be discharged of the responsibilities hereby created, such
resignation to become effective upon (i) the appointment of a successor Joint
Collateral Agent (reasonably acceptable to the Rollover Note Trustee if at such
time the Directing Party is the Administrative Agent) by the Directing Party,
and (ii) the acceptance of such appointment by such successor Joint Collateral
Agent. If no successor Joint Collateral Agent shall be appointed and shall have
accepted such appointment within 45 days after the date the Joint Collateral
Agent gives the aforesaid notice of resignation, the Joint Collateral Agent may
apply to any court of competent jurisdiction to appoint a successor Joint
Collateral Agent to act until such time, if any, as a successor Joint
Collateral Agent shall have been appointed as provided in this Section 19. Any
successor so appointed by such court shall immediately and without further act
be superseded by any successor Joint Collateral Agent appointed by the
Directing Party. The Directing Party may, at any time, remove the Joint
Collateral Agent and appoint a successor Joint Collateral Agent (reasonably
acceptable to the Rollover Note Trustee if at such time the Directing Party is
the Administrative Agent), such removal to be effective upon the acceptance of
such appointment by the successor Joint Collateral Agent. Any resigning or
removed Joint Collateral Agent shall be entitled to Joint Collateral Agent Fees
to the extent incurred or arising, or relating to events occurring, before such
resignation or removal.

                           (b)      If at any time the Joint Collateral Agent
shall resign or be removed or otherwise become incapable of acting, or if at
any time a vacancy shall occur in the office of the Joint Collateral Agent for
any other cause, a successor Joint Collateral Agent (reasonably acceptable to
the Rollover Note Trustee if at such time the Directing Party is the
Administrative Agent) may be appointed by the Directing Party, and the powers,
duties, authority and title, of the predecessor Joint Collateral Agent shall be
terminated and canceled without procuring the resignation of such predecessor
and without any formality (except as may be required by applicable law) other
than appointment and designation of a successor by the Directing Party in
writing duly acknowledged and delivered to the predecessor and (if the
Directing Party is the Administrative Agent) the Rollover Note Trustee. Such
appointment and designation shall be full evidence of the right and authority
to make the same and of all the facts therein recited, and this Agreement and
the Collateral Documents shall vest in such successor, without any further act,
deed or conveyance, all the estates, properties, rights, powers, trusts,
duties, authority and title of its predecessor; but such predecessor shall,
nevertheless, on the written request of the Directing Party, the Credit Parties
or the successor Joint Collateral Agent execute and deliver an instrument
transferring to such successor all the estates, properties, rights, powers,
trusts, duties, authority and title of such predecessor hereunder and under the
Collateral Documents and shall deliver all


                                      20
<PAGE>


Collateral held by it or its agents to such successor Joint Collateral Agent.
Should any deed, conveyance or other instrument in writing from the Credit
Parties be required by any successor Joint Collateral Agent for more fully and
certainly vesting in such successor the estates, properties, rights, powers,
trusts, duties, authority and title vested or intended to be vested in the
predecessor Joint Collateral Agent, the Company agrees to procure that any and
all such deeds, conveyances and other instruments in writing shall, on request
of such successor, be executed, acknowledged and delivered by the Credit
Parties. If the Credit Parties shall not have executed and delivered any such
deed, conveyance or other instrument within 10 days after it received a written
request from the successor Joint Collateral Agent to do so, the predecessor
Joint Collateral Agent may execute the same on behalf of the Credit Parties.
The Company on behalf of the Credit Parties hereby appoints any predecessor
Joint Collateral Agent as their agent and attorney to act for them as provided
in the preceding sentence.

                  Section 20.       Status of Successor Joint Collateral Agent.
Every successor Joint Collateral Agent appointed pursuant to Section 19 hereof
shall be a bank or trust company in good standing and having power to act as
Joint Collateral Agent hereunder, shall be incorporated under the laws of the
United States of America or any State thereof or the District of Columbia and
having its principal corporate office within the 48 contiguous States and shall
also have capital, surplus and undivided profits of not less than $100,000,000,
provided that such conditions shall only apply if there be such an institution
with such capital, surplus and undivided profits willing, qualified and able to
accept the duties hereunder upon reasonable or customary terms.

                  Section 21.       Treatment of Payee or Endorsee by Joint
Collateral Agent; Representatives of Secured Parties

                           (a)      The Joint Collateral Agent may treat the
registered holder or, if none, the actual holder of any promissory note or
debenture evidencing a Secured Obligation as the absolute owner thereof for all
purposes and shall not be affected by any notice to the contrary, whether or
not such promissory note or debenture shall be past due.

                           (b)      Any Person (other than the Administrative
Agent or the Rollover Note Trustee), which shall be designated as the duly
authorized representative of one or more Secured Parties to act as such in
connection with any matters pertaining to this Agreement, the Collateral
Documents or the Collateral shall present to the Administrative Agent and the
Rollover Note Trustee (as the case may be) such documents as the Joint
Collateral Agent may reasonably require in order to demonstrate to the Joint
Collateral Agent the authority of such Person to act as the representative of
such Secured Party.

                  Section 22.       Notices. Unless otherwise specified herein,
all notices, requests, demands or other communications given to the Credit
Parties, the Joint Collateral Agent, the Administrative Agent or Rollover Note
Trustee shall be given in writing (including telecopy or similar writing) and
shall be addressed at its address specified on the signature pages hereof or
any other address designated by notice given in


                                      21
<PAGE>


accordance with this Section 22 to the party sending such communication. Each
such notice, request or other communication shall be effective and deemed
received (i) if given by telecopy, when such telecopy is transmitted to the
telecopy number specified on the signature pages hereof, (ii) if given by mail,
the third Business Day after such communication is deposited in the mail with
first class postage prepaid, addressed as aforesaid or (iii) if given by any
other means, when delivered at the address specified on the signature pages
hereof; provided, that any notice, request or demand to the Joint Collateral
Agent shall not be effective until actually received by the Joint Collateral
Agent at the office designated by it pursuant to this Section 22. In addition,
any notice to Rollover Noteholders shall be sufficiently given to them if given
to the Rollover Note Trustee and any notice to the Lenders shall be
sufficiently given to them if given to the Administrative Agent.

                  Section 23.       No Waivers. No failure on the part of the
Joint Collateral Agent, the Administrative Agent, the Rollover Note Trustee or
any Secured Party to exercise, no course of dealing with respect to and no
delay in exercising, any right, power or privilege under this Agreement or the
Collateral Documents shall operate as a waiver thereof nor shall any single or
partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. As between the Secured Parties, the provisions of this Agreement
shall continue in full force and effect notwithstanding the occurrence of any
Proceeding and all references herein to the Company and the Credit Parties
shall be deemed to include the Company and the Credit Parties in their capacity
as a debtor or debtor in possession in a Proceeding, all references herein to
First Priority Obligations and Second Priority Obligations of any Secured Party
shall be deemed to include any such obligations arising on or after the
commencement of any Proceeding, and all references herein to Collateral shall
be deemed to include any assets of any kind acquired by any Credit Party after
the commencement of a Proceeding.

                  Section 24.       Amendments, Supplements and Waivers. (a)
With the written consent of (i) the Administrative Agent and (ii) either the
Rollover Note Trustee and/or such Rollover Noteholders as may be required under
the Rollover Note Indenture, the Joint Collateral Agent and the Company may, at
any time and from time to time, enter into written agreements supplemental
hereto for the purpose of adding to or waiving any provision of this Agreement
or changing in any manner the rights of the Joint Collateral Agent, the Secured
Parties or the Credit Parties hereunder. Any such supplemental agreement shall
be binding upon the Credit Parties, the Administrative Agent, the Rollover Note
Trustee, the Secured Parties and the Joint Collateral Agent and their
respective successors.

                  Without the consent of the Secured Parties, the Joint
Collateral Agent and any of the Credit Parties may, at any time and from time
to time, enter into one or more additional Collateral Documents or one or more
agreements supplemental hereto or to the Collateral Documents, in form
satisfactory to the Joint Collateral Agent, (i) to add to the covenants of the
Credit Parties for the benefit of the Secured Parties or to surrender any right
or power herein conferred upon the Credit Parties, (ii) to mortgage to the
Joint Collateral Agent any property or assets as additional security for the
Secured Obligations,


                                      22
<PAGE>


or (iii) to cure any ambiguity, to correct or supplement any provision herein
or in the Collateral Documents which may be defective or inconsistent with any
other provision herein or therein, or to make any other provision with respect
to matters or questions arising hereunder which other provision shall not be
inconsistent with any provision hereof; provided, however, that any such action
contemplated by this clause (iii) shall not adversely affect the interests of
the first Priority Secured Parties or the Second Priority Secured Parties.

                  Section 25.       Termination. (a) The Rollover Note Trustee
shall notify the Joint Collateral Agent within 30 days after payment in full of
the Second Priority Obligations. Upon receipt by the Joint Collateral Agent of
satisfactory evidence that all the Second Priority Obligations have been paid,
all rights of the Rollover Note Trustee and each Rollover Noteholder hereunder
shall automatically terminate. At such time the Company agrees that it will
execute and deliver such amendments hereto, if any, as the Administrative Agent
shall request to reflect (i) that the only Secured Parties shall be the First
Priority Secured Parties and (ii) the Joint Collateral Agent shall at all times
act in accordance with the directions of the Administrative Agent acting in
accordance with the terms of the Credit Agreement.

(b)      The Administrative Agent shall notify the Joint Collateral Agent
within 30 days after payment in full of the First Priority Obligations. Upon
receipt by the Joint Collateral Agent of satisfactory evidence that all First
Priority Obligations have been paid, all rights of the Administrative Agent
hereunder shall automatically terminate. At such time, if the Second Priority
Obligations remain Outstanding, the Company agrees that it will execute and
deliver such amendments hereto, if any, as the Rollover Note Trustee shall
request to reflect (i) that the only Secured Parties shall be the Second
Priority Secured Parties and (ii) the Joint Collateral Agent shall at all times
act in accordance with the directions of the Rollover Note Trustee acting in
accordance with the terms of the Rollover Note Indenture. The Joint Collateral
Agent may at any time after the payment in full of the First Priority
Obligations, by giving written notice to the Company and the Rollover Note
Trustee, resign and be discharged of the responsibilities hereby created, such
resignation to become effective upon (i) the appointment of a successor Joint
Collateral Agent by the Directing Party and the acceptance of such appointment
by such successor Joint Collateral Agent or (ii) if no successor Joint
Collateral Agent shall be appointed and shall have accepted such appointment
within 45 days after the payment in full of the First Priority Obligations, the
Rollover Note Trustee shall become successor Joint Collateral Agent on such
45th day. Such resigning Joint Collateral Agent shall, on the written request
of the Directing Party or the successor Joint Collateral Agent, execute and
deliver an instrument transferring to such successor all the estates,
properties, rights, powers, trusts, duties, authority and title of such
resigning hereunder and under the Collateral Documents and shall deliver all
Collateral held by it or its agents to such successor Joint Collateral Agent.
Any resigning Joint Collateral Agent shall be entitled to Joint Collateral
Agent Fees to the extent incurred or arising, or relating to events occurring,
before such resignation or removal. The Rollover Note Trustee shall be entitled
to receive such compensation as shall be agreed upon in writing at such time
between the Rollover Note Trustee and the Company for its duties as


                                      23
<PAGE>


successor Joint Collateral Agent. The Rollover Note Trustee, in its capacity as
successor Joint Collateral Agent, shall be entitled to the rights, privileges,
immunities and benefits, including without limitation, the right to be
indemnified, found in the Indenture.

                  Section 26.       Headings. Headings of Sections and
subsections have been included herein and in the Collateral Documents for
convenience only and should not be considered in interpreting this Agreement or
the Collateral Documents.

                  Section 27.       Severability. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall not
invalidate the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  Section 28.       Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of each of the parties hereto
and shall inure to the benefit of each of the Secured Parties and their
respective successors and assigns, and 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, the Collateral Documents or any Collateral.

                  Section 29.       Governing  Law. Except as otherwise
required by mandatory provisions of law, this Agreement shall be governed by
and construed in accordance with the laws of the State of New York.

                  Section 30.       Counterparts. This Agreement may be signed
in any number of counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.

                  Section 31.       Interpleader. If at any time the Joint
Collateral Agent determines it to be appropriate, the Joint Collateral Agent
may commence an action in interpleader in order to obtain a judicial resolution
of the relevant issues which are in dispute. Such interpleader action shall be
brought in the courts of the State of New York unless the Joint Collateral
Agent is advised by independent counsel retained by the Joint Collateral Agent
that, due to the pendency of an action in another jurisdiction with respect to
which the Joint Collateral Agent is a party and which relates to this
Agreement, the Collateral Documents or the Collateral, such action should be
brought in such other jurisdiction.

                  Section 32.       Powers Coupled with an Interest. All
powers, authorizations and agencies contained in this Agreement are coupled
with an interest and are irrevocable until the Secured Obligations are paid in
full and the commitments under the Credit Agreement are terminated.

                  Section 33.       Company. Notwithstanding the Company's
execution and delivery of this Agreement, the Company shall be deemed to be a
party hereto solely for the express purposes and to the extent of its rights
and obligations under Sections 2(f)(ii), 13, 14, 15, 16, 17(a), 25(a) and (b)
(in each case, to the extent of the last sentence thereof), the sixth caption
in Section 8(a) (but only to the extent of its right to receive surplus
proceeds pursuant thereto) and Section 10 (but only to the extent of its
obligations to deliver the certificate of an Authorized Officer). Except as
expressly specified in the immediately preceding sentence, the Company and each
Credit Party shall have no rights, obligations or interests under this
Agreement.


                            [SIGNATURE PAGES FOLLOW]


                                      24
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.


                           RESIDENTIAL FUNDING CORPORATION dba GMAC-RFC
                           HEALTH CAPITAL, as Joint Collateral Agent

                           By /s/ Lorna Gleeson
                             --------------------------------------------------
                           Name:    Lorna Gleeson
                           Title:   Managing Director
                           Address:


                                      25
<PAGE>


                           UBS AG STAMFORD BRANCH, as Administrative Agent

                           By: /s/  Patricia O'Kicki
                             --------------------------------------------------
                           Name:    Patricia O'Kicki
                           Title:   Director
                           Address:


                                      26
<PAGE>


                           THE BANK OF NEW YORK, as Rollover Note Trustee

                           By /s/   Mary LaGumina
                             --------------------------------------------------
                           Name:    Mary LaGumina
                           Title:   Vice President
                           Address:


                                      27
<PAGE>


                           MARINER HEALTH CARE, INC., as the Company on
                           behalf of itself and the Credit Parties

                           By       /s/ Boyd Gentry
                             --------------------------------------------------
                           Name:    Boyd Gentry
                           Title:   Senior Vice President and Treasurer
                           Address:


                                      28

</TEXT>
</DOCUMENT>
