exhbiti411.htm


     

    
      

      

    

     

    
 

    


     

    


     

     

    INTELLECTUAL
PROPERTY SECURITY AGREEMENT

    


    This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “IP Security
Agreement”) dated June 9, 2008, is made by CWD Doors and Windows, Inc.
(the “Canadian
Borrower”) in favour of General Electric Capital Corporation, as
Collateral Agent (the “Collateral
Agent”) for the Secured Parties (as defined in the Credit Agreement
referred to below).

     

    WHEREAS,
Ply Gem Industries, Inc., a Delaware corporation (the “Specified U.S.
Borrower”)
and the other Loan Parties party thereto have entered into a Credit Agreement
dated as of June 9, 2008 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit
Agreement”), with, inter alia, General Electric
Capital Corporation, as Collateral Agent, and the Lenders party
thereto.  Terms defined in the Credit Agreement and not otherwise
defined herein are used herein as defined in the Credit Agreement.

     

    WHEREAS,
as a condition precedent to the making of Loans and the issuance of Letters of
Credit by the Lender Parties under the Credit Agreement and the entry into
Secured Hedge Agreements by the Hedge Banks and the entry into Secured Cash
Management Agreements by the Cash Management Banks from time to time, the
Canadian Borrower has executed and delivered that certain Security Agreement
dated June 9, 2008 made by the Canadian Borrower to the Collateral Agent
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Security
Agreement”).

     

    WHEREAS,
under the terms of the Security Agreement, the Canadian Borrower has granted to
the Collateral Agent, for the ratable benefit of the Secured Parties, a security
interest in, among other property, certain intellectual property of the Canadian
Borrower, and has agreed as a condition thereof to execute this IP Security
Agreement for recording with the United States Patent and Trademark Office, the
United States Copyright Office, the Canadian Intellectual Property Office and
other governmental authorities.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Canadian Borrower agrees as
follows:

     

    SECTION
1.  Grant of
Security.  The Canadian Borrower hereby grants to the
Collateral Agent for the ratable benefit of the Secured Parties a security
interest in each type of property described below, and all of the Canadian
Borrower’s right, title and interest therein and thereto, (the “Collateral”):

     

    
      	
              (a)  

            	
              the
      patents and patent applications set forth in Schedule A hereto (the “Patents”);

            


    

     

    
      	
              (b)  

            	
              the
      trademark and service mark registrations and applications set forth in
      Schedule B hereto (provided that no security interest shall be granted any
      trademark, whether registered, unregistered or applied for, 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
      trademark under applicable federal law), together with the goodwill
      symbolized thereby (the “Trademarks”);

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              (c)  

            	
              all
      copyrights, whether registered or unregistered, now owned or hereafter
      acquired by the Canadian Borrower, including, without limitation, the
      copyright registrations and applications and exclusive copyright licences
      set forth in Schedule C hereto (the “Copyrights”);

            


    

     

    
      	
              (d)  

            	
              all
      reissues, divisions, continuations, continuations-in-part, extensions,
      renewals and reexaminations of any of the foregoing, all rights in the
      foregoing provided by international treaties or conventions, all rights
      corresponding thereto throughout the world and all other rights of any
      kind whatsoever of the Canadian Borrower accruing thereunder or pertaining
      thereto;

            


    

     

    
      	
              (e)  

            	
              any
      and all claims for damages and injunctive relief for past, present and
      future infringement, dilution, misappropriation, violation, misuse or
      breach with respect to any of the foregoing, with the right, but not the
      obligation, to sue for and collect, or otherwise recover, such damages;
      and

            


    

     

    
      	
              (f)  

            	
              any
      and all proceeds of, collateral for, income, royalties and other payments
      now or hereafter due and payable with respect to, and supporting
      obligations relating to, any and all of the Collateral of or arising from
      any of the foregoing.

            


    

     

    SECTION
2.  Security
for Obligations.  The grant of a security interest in, the
Collateral by the Canadian Borrower under this IP Security Agreement secures the
payment of all Secured Obligations of the Canadian Borrower now or hereafter
existing under or in respect of the Loan Documents.  Without limiting
the generality of the foregoing, this IP Security Agreement secures, as to the
Canadian Borrower, the payment of all amounts that constitute part of the
Secured Obligations and that would be owed by the Canadian Borrower to any
Secured Party under the Loan Documents but for the fact that such Secured
Obligations are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving a Loan
Party.

     

    SECTION
3.  Recordation.  The
Canadian Borrower authorizes and requests that the Register of Copyrights, the
Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer record this IP Security Agreement.

     

    SECTION
4.  Execution in
Counterparts.  This IP Security Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

     

    SECTION
5.  Grants,
Rights and Remedies.  This IP Security Agreement has been
entered into in conjunction with the provisions of the Security
Agreement.  The Canadian Borrower does hereby acknowledge and confirm
that the grant of the security interest hereunder to, and the rights and
remedies of, the Collateral Agent with respect to the Collateral are more fully
set forth in the Security Agreement, the terms and provisions of which are
incorporated herein by reference as if fully set forth herein.

     

    SECTION
6.  Governing
Law.  This IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the Province of Alberta, including the
federal laws of Canada, but excluding choice of law rules.

     

    Reference
is made to the Lien Subordination and Intercreditor Agreement dated as of June
9, 2008, among General Electric Capital Corporation, as Collateral Agent for the
Revolving Facility Secured Parties referred to therein, U.S. Bank National
Association, as Trustee and as Noteholder Collateral Agent, Ply Gem Holdings,
Inc., Ply

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Gem
Industries, Inc. and the subsidiaries of Ply Gem Industries, Inc. named therein
(the “Intercreditor Agreement”).  Notwithstanding any other provision
contained herein, this Agreement, the Liens created hereby and the rights,
remedies, duties and obligations provided for herein are subject in all respects
to the provisions of the Intercreditor Agreement and, to the extent provided
therein, the applicable Senior Secured Obligations Security Documents (as
defined in the Intercreditor Agreement).  In the event of any conflict
or inconsistency between the provisions of this Agreement and the Intercreditor
Agreement, the provisions of the Intercreditor Agreement shall
control.

     

    


     

    [Remainder
of Page Intentionally Blank]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Canadian Borrower has caused this IP Security Agreement to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

     

    


     

    CWD
WINDOWS AND DOORS, INC.

     

    
      	
               
      

            	
              By
      __________________________

            


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Exhibit
A

     

    to
Intellectual Property Security Agreement

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Exhibit
B

     

    to
Intellectual Property Security Agreement

     

    Trademarks

     

    


    
      	
              Registration
      Number

            	
              Trademark

            	
              Registration
      Date

            
	
              TMA473140

            	
              HOUSE
      IN TRIANGLE DESIGN

            	
              March
      20, 1997

            
	
              TMA456677

            	
              ENVIROGLASS

            	
              April
      19, 1996

            
	
              TMA396624

            	
              CHARACTERISTIC
      DEPENDENT MANUFACTURING

            	
              April
      3, 1992

            
	
              TMA267901

            	
              TRIPANE
      & DESIGN

            	
              April
      2, 1982

            
	
              TMA456676

            	
              LOCK-TILT

            	
              April
      19, 1996

            
	
              TMA387359

            	
              CDM

            	
              August
      2, 1991

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Exhibit
C

     

    to
Intellectual Property Security Agreement

     

    Copyrights

     

    


    
      	
              Registration
      Number

            	
              Title

            	
              Registration
      Date

            
	
              1019454

            	
              House
      in Triangle Design

            	
              March
      26, 2004