Common use of Waiver of Stay Clause in Contracts

Waiver of Stay. 37 SECTION 11.13. No Claims Against Collateral Agent............................38 SIGNATURES EXHIBIT 1 Form of Issuers Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. SECURITY AGREEMENT U.S. SECURITY AGREEMENT dated as of October 21, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by NORCRAFT COMPANIES, L.P., a Delaware limited partnership (the "Borrower") and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors," and together with the "Original Guarantors," the "Guarantors"), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of the UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Collateral Agent").

Waiver of Stay. 37 39 SECTION 11.12. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION............................................. 39 SECTION 11.13. No Claims Against Collateral Agent............................38 SIGNATURES NO CLAIMS AGAINST COLLATERAL AGENT....................................................... 39 SECTION 11.14. NO RELEASE............................................................................... 39 SECTION 11.15. OBLIGATIONS ABSOLUTE..................................................................... 40 SIGNATURES................................................................................................. S-1 EXHIBIT 1 Form of Issuers Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. SECURITY AGREEMENT U.S. SECURITY AGREEMENT dated as of October 21September 30, 2003 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by NORCRAFT COMPANIES), L.P.among ICG, LLC, a Delaware limited partnership liability company (the "Borrower") and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors," and together with the "Original Guarantors," , the "Guarantors"), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of the UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter definedsuch term and each other capitalized term used but not defined herein having the meaning given to it in Article I), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Collateral Agent").

Waiver of Stay. 37 SECTION 30 Section 11.12. No Credit for Payment of Taxes or Imposition.................................... 30 Section 11.13. No Claims Against Collateral Agent............................38 SIGNATURES .............................................. 30 Section 11.14. No Release...................................................................... 31 Section 11.15. Obligations Absolute............................................................ 31 EXHIBIT 1 Form of Issuers Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. SECURITY AGREEMENT U.S. SECURITY AGREEMENT dated as of October 21December 22, 2003 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "AgreementAGREEMENT") made by NORCRAFT COMPANIESSFBC INTERNATIONAL, L.P.INC., a Delaware limited partnership corporation (the "BorrowerBORROWER") and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original GuarantorsORIGINAL GUARANTORS") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional GuarantorsADDITIONAL GUARANTORS," and together with the "Original Guarantors," , the "GuarantorsGUARANTORS"), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "PledgorsPLEDGORS," and each, a "PledgorPLEDGOR"), in favor of the UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Collateral AgentCOLLATERAL AGENT").

Waiver of Stay. 37 SECTION 11.1311.12. No Claims Against Collateral Agent............................38 SIGNATURES Credit for Payment of Taxes or Imposition................................ 37 SIGNATURES...................................................................................... S-1 EXHIBIT 1 Form of Issuers Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. PLEDGE AND SECURITY AGREEMENT U.S. PLEDGE AND SECURITY AGREEMENT dated as of October 21February 11, 2003 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by NORCRAFT COMPANIESBUILDERS FIRSTSOURCE, L.P.INC., a Delaware limited partnership corporation (the "Borrower") and ), THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors," and together with the "Original Guarantors," the "Guarantors"), as pledgors, assignors and debtors ) (the Borrower, together with Borrower and the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of the UBS AG, STAMFORD BRANCH, in its capacity as collateral agent trustee pursuant to the Credit Agreement (as hereinafter defined) on behalf of the Secured Parties (the "Collateral Trustee"), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Collateral Agent")party.

Waiver of Stay. 37 SECTION 11.1310.15. No Credit for Payment of Taxes or Imposition SECTION 10.16. No Claims Against Collateral Agent............................38 Agent SECTION 10.17. Obligations Absolute SIGNATURES SCHEDULE 4.13 Required Consents EXHIBIT 1 Form of Issuers Acknowledgment EXHIBIT 2 Form of Securities Pledge Security Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts (Deposit Accounts) EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. (Securities Accounts) FIRST AMENDED AND RESTATED INVENTORY AND ACCOUNTS SECURITY AGREEMENT U.S. P R E A M B L E FIRST AMENDED AND RESTATED INVENTORY AND ACCOUNTS SECURITY AGREEMENT (the “Agreement”), dated as of October 21June 25, 2003 (as amended2003, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by NORCRAFT COMPANIES, L.P.TRANSMONTAIGNE INC., a Delaware limited partnership corporation (the "“Borrower") ”), and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "“Original Guarantors"”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "“Additional Guarantors," and ” and, together with the "“Original Guarantors," ”, the "“Guarantors"”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, Guarantors in such capacities and together with any successors in such capacities, the "“Pledgors," ” and each, a "“Pledgor"”), in favor of the UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "“Collateral Agent"”).

Waiver of Stay. 37 SECTION 30 Section 11.12. No Credit for Payment of Taxes or Imposition .................................. 30 Section 11.13. No Claims Against Collateral Agent............................38 SIGNATURES Agent ............................................ 30 Section 11.14. No Release .................................................................... 31 Section 11.15. Obligations Absolute .......................................................... 31 EXHIBIT 1 Form of Issuers Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. SECURITY AGREEMENT U.S. SECURITY AGREEMENT dated as of October 21December 22, 2003 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "AgreementAGREEMENT") made by NORCRAFT COMPANIESSFBC INTERNATIONAL, L.P.INC., a Delaware limited partnership corporation (the "BorrowerBORROWER") and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original GuarantorsORIGINAL GUARANTORS") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional GuarantorsADDITIONAL GUARANTORS," and together with the "Original Guarantors," , the "GuarantorsGUARANTORS"), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the "PledgorsPLEDGORS," and each, a "PledgorPLEDGOR"), in favor of the UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Collateral AgentCOLLATERAL AGENT").

Waiver of Stay. 37 38 SECTION 11.12. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION................38 SECTION 11.13. No Claims Against Collateral Agent............................NO CLAIMS AGAINST ADMINISTRATIVE AGENT......................38 SIGNATURES SECTION 11.14. NO RELEASE..................................................39 SECTION 11.15. INDEBTEDNESS ABSOLUTE.......................................39 SIGNATURES.................................................................S-1 EXHIBIT 1 Form of Issuers Issuer's Acknowledgment EXHIBIT 2 Form of Securities Pledge Amendment EXHIBIT 3 Form of Joinder Agreement EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts EXHIBIT 6 Form of Copyright Security Agreement EXHIBIT 7 Form of Patent Security Agreement EXHIBIT 8 Form of Trademark Security Agreement EXHIBIT 9 Form of Bailee's Letter U.S. AMENDED AND RESTATED SECURITY AGREEMENT U.S. AMENDED AND RESTATED SECURITY AGREEMENT dated as of October 21December 22, 2003 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the "Agreement") made by NORCRAFT COMPANIESQUEST CHEROKEE, L.P.LLC ("Quest Cherokee"), a Delaware limited partnership liability company and QUEST RESOURCE CORPORATION ("QRC"), a Nevada corporation (the "BorrowerBorrowers") and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors," and together with the "Original Guarantors," , the "Guarantors"), as pledgors, assignors and debtors (the BorrowerBorrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of the UBS AGGUGGENHEIM CORPORATE FUNDING, STAMFORD BRANCHLLC, in its capacity as collateral administrative agent pursuant to the Credit Third Lien Term Loan Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Collateral Administrative Agent")) for the benefit of the Secured Parties, as defined below.