HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(g) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN CLAUSE (f) OF THIS
SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(h) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.2 OF THE CREDIT
AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(i) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
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, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
[Signature Page Follows]
Exhibit L-4
EXHIBIT L
TO THE REVOLVING
CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
UBS AG, STAMFORD BRANCH,
as US Administrative Agent
By:
Name:
Title:
By:
Name:
Title:
UBS AG CANADA BRANCH,
as Canadian Administrative Agent
By:
Name:
Title:
By:
Name:
Title:
Exhibit L-5
[LENDER]
By:
Name:
Title:
Exhibit L-6
EXHIBIT M
TO THE REVOLVING
CREDIT AGREEMENT
FORM OF JOINDER AGREEMENT
THIS JOINDER AGREEMENT, dated as of
, 20_ (this
"Agreement"), is entered into by and among [NEW REVOLVING CREDIT LENDER(S)]
(each a "New Revolving Credit Lender" and collectively the "New Revolving Credit
Lenders"), [APPLICABLE BORROWER(S)],UBS AG, STAMFORD BRANCH, as the US
Administrative Agent and UBS AG CANADA BRANCH, as the Canadian Administrative
Agent under that certain Revolving Credit Agreement, dated as of October 13,
2010 (as it may be amended, supplemented or otherwise modified, the "Credit
Agreement"; the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among CAREY INTERMEDIATE HOLDINGS CORP.,
("Holdings"), ASSOCIATED MATERIALS, LLC (the "Company"), GENTEK HOLDINGS, LLC
("Gentek Holdings") and GENTEK BUILDING PRODUCTS, INC. ("Gentek Building
Products", and together with the