INTELLECTUAL PROPERTY COLLATERAL
AGREEMENT
This INTELLECTUAL PROPERTY COLLATERAL AGREEMENT
(as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ IP Collateral
Agreement ”) dated June 9, 2008, is made by Ply Gem
Industries, Inc., a Delaware corporation (the “
Issuer ”), Ply Gem Holdings, Inc., a Delaware
Corporation (“ Holdings ”) and the
Subsidiaries of the Issuer listed on the Annex hereto (the “
Subsidiaries ”, and together with the Issuer
and Holdings, the “ Grantors ”) in favor
of U.S. Bank National Association, as Noteholder Collateral Agent
(the “ Noteholder Collateral Agent ”) for
the Secured Parties (as defined in the Collateral Agreement
referred to below).
WHEREAS, the Issuer and the other Grantors party
thereto have entered into an Indenture dated as of June 9, 2008 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the “ Indenture ”),
with U.S. Bank National Association, as Trustee and Noteholder
Collateral Agent. Terms defined in the Collateral
Agreement and Indenture and not otherwise defined herein are used
herein as defined in the Collateral Agreement and
Indenture.
WHEREAS, as a condition precedent to the
purchasing of the Notes by the Initial Purchasers, each Grantor has
executed and delivered that certain Collateral Agreement dated June
9, 2008, made by the Grantors to the Noteholder Collateral Agent
(as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ Collateral
Agreement ”).
WHEREAS, under the terms of the Collateral
Agreement, the Grantors have granted to the Noteholder Collateral
Agent, for the ratable benefit of the Secured Parties, a security
interest in, among other property, certain intellectual property of
the Grantors, and have agreed as a condition thereof to execute
this IP Collateral Agreement for recording with the U.S. Patent and
Trademark Office, the United States Copyright Office and other
governmental authorities.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor agrees as follows:
SECTION 1. Grant of Security
. Each Grantor hereby grants to the Noteholder
Collateral Agent for the ratable benefit of the Secured Parties a
security interest in all of such Grantor’s right, title and
interest in and to the following (the “
Collateral ”):
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the patents and
patent applications set forth in Schedule A hereto (the “
Patents ”);
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the trademark
and service mark registrations and applications set forth in
Schedule B hereto (provided that no security interest shall be
granted in United States intent-to-use trademark applications to
the extent that, and solely during the period in which, the grant
of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications under
applicable federal law), toget
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