economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
2-1
SECTION 6. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 13.2 of the Credit Agreement. All communications and
notices hereunder to each US Grantor shall be given to it in care of the Company
at the Company's address set forth in Section 13.2 of the Credit Agreement.
SECTION 7. Each US Grantor agrees to reimburse the US Collateral Agent for its
reasonable and documented out-of-pocket expenses in connection with this
Supplement, including the reasonable and documented fees, other charges and
disbursements of counsel for the US Collateral Agent.
2-2
IN WITNESS WHEREOF, each US Grantor and the US Collateral Agent have duly
executed this Supplement to the US Security Agreement as of the day and year
first above written.
[US GRANTORS],
By:
Name:
Title:
UBS AG, STAMFORD BRANCH,
as US Collateral Agent
By:
Name:
Title:
2-3
SCHEDULE I
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT
UNITED STATES REGISTERED INTELLECTUAL PROPERTY
A. UNITED STATES COPYRIGHT REGISTRATIONS
Registered Owner/Grantor
Title
Registration Number
B. UNITED STATES PATENTS AND PATENT APPLICATIONS
Registration
Application Registered Owner/Grantor
Patent Title
No.
No.
C. UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Registration
Application Registered Owner/Grantor
Trademark Title
No.
No.
2-4
SCHEDULE II
TO SUPPLEMENT NO. ___ TO THE
US SECURITY AGREEMENT
EXCLUSIVE IP AGREEMENTS
2-5
EXHIBIT 3 TO THE
US SECURITY AGREEMENT
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (the "IP Security Agreement"),
dated as of [
], 20[_], among the Person listed on the
signature pages hereof (the "US Grantor"), and UBS AG, STAMFORD BRANCH, as US
collateral agent for the Secured Parties (in such capacity, together with its
successors in such capacity, the "US Collateral Agent").
A. Capitalized terms used herein and not otherwise defined herein (including
terms used in the preamble and the recitals) shall have the meanings assigned to
such terms in the US SECURITY AGREEMENT, dated as of October 13, 2010 (the "US
Security Agreement"), among CAREY INTERMEDIATE HOLDINGS CORP., a Delaware
corporation ("Holdings"), ASSOCIATED MATERIALS, LLC, a Delaware limited
liability company (the "Company"), and each of the subsidiaries of the Company
listed on Annex A thereto (each such subsidiary, individually, a "US Subsidiary
Grantor" and, collectively, the "US Subsidiary Grantors"; and, together with
Holdings and the Company, collectively, the "US Grantors"), and the US
Collateral Agent.
B. The rules of construction and other interpretive provisions specified in
Sections 1.2, 1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this
Supplement, including terms defined in the preamble and recitals hereto.
C. Pursuant to Section 4.4(e) of the US Security Agreement, US Grantor has
agreed to execute or otherwise authenticate this IP Security Agreement for
recording the Security Interest granted under the US Security Agreement to the
US Collateral Agent in such US Grantor's United States Registered Intellectual
Property with the United States Patent and Trademark