Common use of Intercreditor Agreement Governs Clause in Contracts

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement), (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement each intercreditor agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent”, as applicable applicable, or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if unless the Required Lenders shall not have objected in writing to such changes within ten (10) five Business Days after such posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry entering into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement each intercreditor agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Refinancing Debt” or “Permitted Second Priority Replacement Refinancing Debt” or other “First Lien Senior Secured Note” or the Collateral Administrative Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 I-1 or I-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten five (105) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten five (105) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent thereof (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Secured Obligations).

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Notwithstanding anything herein to the provisions contrary, the Liens and security interests granted to the Administrative Agent, for the benefit of the Lenders, pursuant to this Agreement and the exercise of any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement), (b) hereby authorizes and instructs right or remedy by the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereofhereunder, in each case, with respect to the Common Collateral and Liens securing the First Priority Obligations are subject to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Common Collateral and Liens securing any First Priority Obligations, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything herein to the contrary, prior to the First Priority Obligations Payment Date (as defined in form the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral and substance reasonably satisfactory any certificates, instruments or other documents in relation thereto to the Administrative Agent and/or shall be deemed satisfied by delivery of such Collateral Agent and such certificates, instruments or documents in relation thereto to the First Priority Representative (it being understood that junior Liens are not required to be pari passu with other junior Liensas defined in the Intercreditor Agreement) (as bailee for the Administrative Agent). In furtherance of the foregoing, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu withnotwithstanding anything herein to the contrary, in the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents (as defined in the Intercreditor Agreement) for the purpose of adding to, or junior deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in priority toany manner the rights of any parties thereunder, in each case solely with respect to any Common Collateral, then such amendment, waiver or consent shall apply automatically to any comparable provision of this Agreement without the consent of or action by the Administrative Agent or any Lender; provided that (other Liens than with respect to amendments, modifications or waivers that are junior secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Credit Agreement), (i) no such amendment, waiver or consent shall have the effect of releasing assets subject to the Liens securing Lien of this Agreement, except to the Obligations)extent that a release of such Lien is permitted or required by Section 4.2 of the Intercreditor Agreement, and (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Administrative Agent or the Lenders and does not affect the First Priority Secured Parties (as defined in the Intercreditor Agreement) in a like or similar manner shall not apply to this Agreement without the consent of the Administrative Agent.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light implementing additional extensions of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereofcredit permitted under this Agreement, in each case, case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).. 189

Intercreditor Agreement Governs. Each Lender and Agent (a%3) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b%3) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement each intercreditor agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c%3) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent”, as applicable applicable, or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if unless the Required Lenders shall not have objected in writing to such changes 207 within ten (10) five Business Days after such posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry entering into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent (a) hereby agrees that it will be bound by and will take no actions contrary the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Intercreditor Agreement. In the event of any intercreditor agreement entered into conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Revolving Priority Collateral to or with the Revolving Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral is made to, or such control of certificated securities is with the Revolving Agent pursuant to the terms hereof Revolving Loan Documents; (including ii) any covenant hereunder or under the Second Lien Intercreditor Agreement), Term Loan Agreement requiring (bor any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring ) hereby authorizes and instructs the Administrative Agent and payment or other transfer of Collateral that constitutes Revolving Priority Collateral to the Collateral Agent to enter into the Second Lien Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Revolving Agent; (iii) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Revolving Priority Collateral or related document to the Administrative Agent’s and/or Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Revolving Collateral Agent’s entry into such intercreditor agreement ; and (with such changesiv) is reasonable and any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Revolving Priority Collateral in trust for the benefit of the Collateral Agent shall be deemed to have consented to such intercreditor agreement (with such changes) and been satisfied to the Administrative Agent’s and/or extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Revolving Collateral Agent and the Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).. [Signature Pages Follow]

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement each intercreditor agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Refinancing Debt” or “Permitted Second Priority Replacement Refinancing Debt” or other “First Lien Senior Secured Note,” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 I-1 or I-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten five (105) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten five (105) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent thereof (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Secured Obligations).. 150

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light implementing additional extensions of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereofcredit permitted under this Agreement, in each case, case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).. 224

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Agent (a) hereby agrees that it will be bound by and will take no actions contrary the other Secured Parties hereunder, in each case, with respect to the Term Priority Collateral and Term Loan Liens are subject to the provisions of the Intercreditor Agreement. In the event of any intercreditor agreement entered into conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Term Priority Collateral and Term Loan Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of the Term Loan Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the delivery of and/or arrangement for possession of Collateral that constitutes Term Priority Collateral or arrangement for control of any certificated securities that constitute Term Priority Collateral to or with the Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery of Collateral that constitutes Term Priority Collateral is made to or such possession of Term Priority Collateral or control of such certificated securities is with the Term Loan Agent (as defined in the Intercreditor Agreement) pursuant to the terms hereof (including the Second Lien Intercreditor Agreement), (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this AgreementTerm Loan Documents; provided that in each case, such intercreditor agreement the foregoing shall not limit the requirement to deliver Deposit Account Control Agreements as required by the express terms of the Credit Agreement; (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto together with (Aii) any immaterial changes and covenant hereunder or under the Credit Agreement requiring (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted or any representation or warranty hereunder or under the Credit Agreement to the Lenders not less than ten (10extent it would have the effect of requiring) Business Days before execution thereof and, if the Required Lenders shall not have objected payment or other transfer of Collateral constituting Term Priority Collateral to such changes within ten (10) Business Days after posting, then the Required Lenders Agent shall be deemed to have agreed that been satisfied (or, in the Administrative case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Term Loan Agent’s and/or ; (iii) any covenant hereunder or under the Credit Agreement requiring (or any representation or warranty hereunder or under the Credit Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and constituting Term Priority Collateral or related document to the Agent shall be deemed to have consented been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such intercreditor agreement (with such changes) and endorsement shall have been made to the Administrative Term Loan Agent’s ; and (iv) any covenant requiring that a Grantor receive and/or hold any Collateral Agent’s execution thereof, that constitutes Term Priority Collateral in each case, in form and substance reasonably satisfactory trust for the benefit of the Agent shall be deemed to have been satisfied to the Administrative extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Term Loan Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)Agent.

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary Exhibit A -Form of Note Exhibit B -Form of Legends Exhibit C -Form of Certificate To Be Delivered in Connection with Transfers to the provisions Non-QIB Accredited Investors Exhibit D -Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S Exhibit E -Form of Certificate To Be Delivered in Connection with Transfers of Temporary Regulation S Global Note Exhibit F -Form of Notation of Subsidiary Guarantee Schedule I -Permitted Liens Note: This Table of Contents shall not, for any intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)purpose, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to be part of this Indenture. [[NYCORP:3074846v10:REMOTE_RSTELLA:06/09/08--08:30 a]] INDENTURE dated as of June 9, 2008 among Ply Gem Industries, Inc., a Delaware corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”). The Issuer has duly authorized the creation of an issue of 11.75% Senior Secured Notes due 2013 and, to provide therefor, the Issuer and the Guarantors have agreed that duly authorized the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuer and authenticated and delivered hereunder, the valid and binding obligations of the Issuer and to have consented to such intercreditor make this Indenture a valid and binding agreement (with such changes) of the Issuer and to the Administrative Agent’s and/or Collateral Agent’s execution Guarantors has been done. For and in consideration of the premises and the purchase of the Notes by the Holders thereof, in each casethe parties hereto covenant and agree, in form for the equal and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liensproportionate benefit of all Holders, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).as follows: ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE

Intercreditor Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof (including the Second Lien Intercreditor Agreement)hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the Second Lien Intercreditor Agreement each intercreditor agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement (including the Intercreditor Agreement) to provide for, the terms described in the definition of the terms “Permitted First Lien Priority Replacement Debt” or “Permitted Second Lien Priority Replacement Debt” or other “First Lien Senior Secured Note” or “Subordinated Debt” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 L-1 or L-2 annexed hereto together with hereto, as applicable, or otherwise not materially less favorable (Ataken as a whole) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender Notwithstanding anything herein to the contrary, this Agreement, the Liens and security interests granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent (a) hereby agrees that it will be bound by and will take no actions contrary the other Secured Parties hereunder, in each case, with respect to the Revolving Priority Collateral and Revolving Liens are subject to the provisions of the Intercreditor Agreement. In the event of any intercreditor agreement entered into conflict or inconsistency between the provisions of the Intercreditor Agreement and this Agreement with respect to the Revolving Priority Collateral and Revolving Liens, the provisions of the Intercreditor Agreement shall prevail. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, but subject to the Intercreditor Agreement in all respects, until the Discharge of Revolving Obligations (as defined in the Intercreditor Agreement): (i) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral or delivery and/or arrangement for control of any certificated securities that constitute Revolving Priority Collateral to or with the Revolving Agent shall be deemed satisfied or complied with (or in the case of any representation or warranty, shall be deemed to be true and correct) if such delivery and/or arrangement for possession of Collateral that constitutes Revolving Priority Collateral is made to, or such control of certificated securities is with the Revolving Agent pursuant to the terms hereof Revolving Loan Documents; (including ii) any covenant hereunder or under the Second Lien Intercreditor Agreement), Term Loan Agreement requiring (bor any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring ) hereby authorizes and instructs the Administrative Agent and payment or other transfer of Collateral that constitutes Revolving Priority Collateral to the Collateral Agent to enter into the Second Lien Intercreditor Agreement and any other intercreditor agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement (other than the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than ten (10) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders shall be deemed to have agreed been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such payment or transfer shall have been made to the Revolving Agent; (iii) any covenant hereunder or under the Term Loan Agreement requiring (or any representation or warranty hereunder or under the Term Loan Agreement to the extent it would have the effect of requiring) the endorsement of any Collateral that constitutes Revolving Priority Collateral or related document to the Administrative Agent’s and/or Collateral Agent shall be deemed to have been satisfied (or, in the case of any representation or warranty, shall be deemed to be true and correct) if such endorsement shall have been made to the Revolving Collateral Agent’s entry into such intercreditor agreement ; and (with such changesiv) is reasonable and any covenant requiring that a Grantor receive and/or hold any Collateral that constitutes Revolving Priority Collateral in trust for the benefit of the Collateral Agent shall be deemed to have consented to such intercreditor agreement (with such changes) and been satisfied to the Administrative Agent’s and/or extent that such Grantor receives or holds (as applicable) such Collateral in trust for the benefit of the Revolving Collateral Agent and the Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).

Intercreditor Agreement Governs. Each Lender and Agent Purchaser (a) and each Agent hereby agrees that it will be bound by and will take no actions contrary to the provisions of any intercreditor agreement entered into pursuant to the terms hereof (including the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement), (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement Joinder, as applicable, and any other intercreditor agreement entered into pursuant to the terms hereof hereof, binding the Purchasers to the terms thereof and to subject subjecting the Liens securing the Secured Obligations to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into any intercreditor agreement that includes, or to amend any then existing intercreditor agreement to provide for, the terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or as otherwise provided for by the terms of this Agreementagreement; provided that in each case, such intercreditor agreement (other than is substantially consistent with the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement) is substantially consistent with the terms set forth on Exhibit K-1 annexed hereto , as applicable, together with (A) any immaterial changes and (B) material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders Purchasers not less than ten (10) Business Days before execution thereof and, if the Required Lenders Purchasers shall not have objected to such changes within ten (10) Business Days after posting, then the Required Lenders Purchasers shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof, in each case, in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent thereof (it being understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).