effective as delivery of a manually executed
counterpart hereof.
Section 8.10
Severability.
Any provision of this Agreement being held
illegal, invalid or unenforceable in any jurisdiction shall not affect any part
of such provision not held illegal, invalid or unenforceable, any other
provision of this Agreement or any part of such provision in any other
jurisdiction.
Section 8.11
Governing Law.
This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of Illinois.
Section 8.12
Waiver of Jury Trial.
EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT
TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, ANY
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREIN OR RELATED THERETO
(WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO
(A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.12.
EACH GRANTOR AGREES TO BE BOUND BY THE PROVISIONS OF SUBSECTIONS 9.18(b) AND
9.18(c) OF THE CREDIT AGREEMENT.
[SIGNATURE PAGES FOLLOW]
31
IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and
Security Agreement to be duly executed and delivered as of the date first above
written.
WII COMPONENTS, INC.,
as a Grantor
By:
/s/ Dale Herbst
Name: Dale Herbst
Title: Chief Financial Officer
WII HOLDING, INC.,
as a Grantor
By:
/s/ Dale Herbst
Name: Dale Herbst
Title: Chief Financial Officer
WOODCRAFT INDUSTRIES, INC.,
as a Grantor
By:
/s/ Dale Herbst
Name: Dale Herbst
Title: Chief Financial Officer
BRENTWOOD ACQUISITION CORP.,
as a Grantor
By:
/s/ Dale Herbst
Name: Dale Herbst
Title: Chief Financial Officer
PRIMEWOOD, INC.,
as a Grantor
By:
/s/ Dale Herbst
Name: Dale Herbst
Title: Chief Financial Officer
[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WII COMPONENTS, INC.'S
CREDIT AGREEMENT]
ACCEPTED AND AGREED
as of the date first above written:
GENERAL ELECTRIC CAPITAL CORPORATION
as Agent
By:
/s/ Pamela Eskra
Name: Pamela Eskra
Title: Duly Authorized Signatory
[SIGNATURE PAGE TO GUARANTY AND SECURITY AGREEMENT FOR WII COMPONENTS, INC.'S
CREDIT AGREEMENT]
ANNEX 1
TO
GUARANTY AND SECURITY AGREEMENT(1)
FORM OF PLEDGE AMENDMENT
This Pledge Amendment, dated as of
, 20
, is
delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated
as of March
, 2011, by WII Components, Inc. (the "Borrower"), the
undersigned Grantor and the other Affiliates of the Borrower from time to time
party thereto as Grantors in favor of General Electric Capital Corporation, as
Agent for the Secured Parties referred to therein (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "Guaranty
and Security Agreement").
Capitalized