exv10w2






Exhibit 10.2




SECURITY AGREEMENT




     THIS SECURITY AGREEMENT, dated as of November 14, 2005 (as amended, supplemented or modified
from time to time, this “Security Agreement”), is made by SWISHER INTERNATIONAL, INC., a
Nevada corporation with its principal office at 6849 Fairview Road , Charlotte, North Carolina
28210 (the “Borrower”), and each of the undersigned Subsidiaries of the Borrower and each
other Subsidiary that, after the date hereof, executes an instrument of accession hereto
substantially in the form of Exhibit A (a “Pledge and Security Accession”: the undersigned
and such other Subsidiaries, collectively, the “Subsidiary Pledgors,” and together with the
Borrower, the “Pledgors”). in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national
banking association (the “Bank”). Except as otherwise provided herein, capitalized terms
used herein without definition shall have the meanings given to them in the Credit Agreement
referred to below.



BACKGROUND STATEMENT




     A. The Borrower and the Bank are parties to a Credit Agreement, dated as of even date
herewith (as amended, modified or supplemented from time to time, the “Credit Agreement”),
providing for the availability of a $5,000,000 revolving credit facility (the “Loan”) to
the Borrower upon the terms and conditions set forth therein.



     B. As a condition to making the Loan to the Borrower, the undersigned Subsidiaries of the
Borrower have guaranteed to the Bank the payment in full of the Obligations under the Credit
Agreement and the other Credit Documents.



     C. It is a further condition to the making of the Loan to the Borrower that the Pledgors shall
have agreed, by executing and delivering this Security Agreement, to secure the payment in full of
their respective obligations under the Credit Agreement and the other Credit Documents. The Bank is
relying on this Security Agreement in their decision to extend credit to the Borrower under the
Credit Agreement, and would not enter into the Credit Agreement without the execution and delivery
of this Security Agreement by the Pledgors.



     D. The Pledgors will obtain benefits as a result of the making of the Loan to the
Borrower, which benefits are hereby acknowledged, and, accordingly, desire to execute and
deliver this Security Agreement.



STATEMENT OF AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgors and the
Bank, for themselves, their successors and assigns, hereby agree as follows:



ARTICLE I




DEFINITIONS



     1.1 Defined Terms. In addition to the terms defined elsewhere in this
Security Agreement, the following terms shall have the meanings set forth below:



 









 





     “Accounts” or “Accounts Receivable” means all of the Pledgors’ accounts, as
defined in the Uniform Commercial Code, now owned or hereafter acquired or arising, and all of the
Pledgors’ present or future accounts receivable, rights to payment for goods sold or leased, or to
be sold or to be leased, or for services rendered or to be rendered, all present and future
receivables, all health-care insurance receivables, book debts, notes, bills, drafts, acceptances,
choses in action, tangible chattel paper, instruments and documents, together with all proceeds
thereof, and all monies due or to become due thereon, and all returned or repossessed goods. The
terms “Accounts” and “Accounts Receivable” shall not include Trust Accounts. The term “Accounts
Receivable” also includes all of the Pledgors’ rights, remedies, security interests and liens in,
to and in respect of Accounts Receivable, present and future, including without limitation, rights
of stoppage in transit, replevin, repossession and reclamation and other rights and remedies of an
unpaid vendor, lienor or secured party, guaranties or other contracts of suretyship with respect to
any Account Receivable, deposits or other security for the obligation of any debtor or obligor in
any way obligated on or in connection with any Account Receivable, and credit and other insurance,
and all proceeds of the foregoing and all proceeds of any insurance on the foregoing, and, to the
extent permitted by applicable law, all of the Pledgors’ right, title and interest, present and
future, in, to and in respect of all goods relating to, or which by sale have resulted in, Accounts
Receivable, including without limitation all goods described in invoices or other documents or
instruments with respect to, or otherwise representing or evidencing, any Account Receivable, and
all returned, reclaimed or repossessed goods, and all proceeds of the foregoing and all proceeds of
any insurance on the foregoing, together with all customer lists, books and records, ledger and
account cards, computer tapes, disks, printouts and records, whether now in existence or hereafter
created, relating to Accounts Receivable.



     “Collateral” means and includes all of the Pledgors’ Accounts Receivable, Equipment,
General Intangibles, Inventory, Copyright Collateral, Patent Collateral, Trademark Collateral, and
Other Assets and all other similar articles of personal property of any of the Pledgors now or
hereafter held or received by, in transit to, or in the possession or control of any of the
Pledgors or the Bank, and any substitutions or replacements thereof and any products and proceeds
thereof, including without limitation, insurance proceeds.



     “Copyright Collateral” means, collectively, all Copyrights and Copyright Licenses to
which any Pledgor is or hereafter becomes a party and all other General Intangibles embodying,
incorporating, evidencing or otherwise relating or pertaining to any Copyright or Copyright
License, in each case whether now owned or existing or hereafter acquired or arising.



     “Copyright License” means any agreement now or hereafter in effect granting any right
to any third party under any Copyright now or hereafter owned by any Pledgor or which any Pledgor
otherwise has the right to license, or granting any right to any Pledgor under any property of the
type described in the definition of Copyright herein now or hereafter owned by any third party, and
all rights of any Pledgor under any such agreement.



     “Copyrights” means, collectively, all of each Pledgor’s copyrights, copyright
registrations and applications for copyright registration, whether under the laws of the United
States or any other country or jurisdiction, including all recordings, supplemental registrations
and derivative or collective work registrations, and all renewals and extensions thereof, in each
case whether now owned or existing or hereafter acquired or arising.



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     “Deposit Account” means any and all of the Pledgors’ deposit accounts, as defined
in the UCC, now maintained or hereafter established.



     “Equipment” means all of the Pledgors’ equipment, as defined in the Uniform Commercial
Code, now owned or hereafter acquired, and includes, without limitation, all machinery, equipment,
Mobile Goods, computer equipment and software, accessions, accessories, additions, parts, supplies,
apparatus, appliances, tools, patterns, dies, cylinders, molds, blueprints, fittings, furniture,
fixtures, office equipment and office furnishings of every kind and description, wherever located,
and all proceeds, including insurance proceeds, thereof.



     “General Intangibles” means all general intangibles, as defined in the Uniform
Commercial Code, now existing or hereafter owned, acquired or arising, in which any of the Pledgors
now has or hereafter acquires any rights, and all contracts and contract rights, but excluding
contracts of any of the Pledgors that by their express terms are void or voidable upon the pledge
or assignment thereof, unless consent has been obtained for the pledge or assignment thereof,
causes of action, choses in action, corporate or business records, inventions, designs, patents,
patent applications, trademarks, trademark registrations and applications, goodwill, goodwill
associated with trademarks, trade names, trade secrets, trade processes, copyrights, copyright
registrations and applications, licenses, permits, franchises, customer lists, computer programs,
all claims under guaranties, tax refund claims, rights and claims against carriers and shippers,
leases, claims under mechanics’ and materialmen’s liens, claims under insurance policies, all
rights to indemnification or contribution, whether arising by contract or otherwise, and all other
intangible personal property of similar kind and nature, together with any and all extensions,
modifications, amendments and renewals, and all proceeds of any and all of the foregoing, as
applicable.



     “Inventory” means all of Pledgors’ inventory, as defined in the Uniform Commercial
Code, wherever located, now owned or hereafter held or acquired, and all goods manufactured,
acquired or held for sale or lease, all raw materials, work-in-process and finished goods, all
supplies, goods, incidentals, office supplies, packaging materials and any and all items used or
consumed in the operation of the business of any of the Pledgors or that may contribute to finished
goods or to the sale, promotion and shipment thereof, in which any of the Pledgors now or at any
time hereafter may have an interest, whether or not the same is in transit or in the constructive,
actual or exclusive occupancy or possession of any of the Pledgors or is held by any of the
Pledgors or by others for any of the Pledgors’ account, and all proceeds, including insurance
proceeds, thereof.



     “License” means any Copyright License, Patent License or Trademark License.



     “Mobile Goods” means, collectively, all of the Pledgors’ motor vehicles, tractors,
trailers, aircraft, rolling stock, and other like property, whether or not the title thereto is
governed by a certificate of title or ownership, in each case whether now owned or existing or
hereafter acquired.



     “Other Assets” means all of the Pledgors’ personal property, wherever located, now
owned or hereafter acquired, except for Accounts Receivable, Equipment, General Intangibles,



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and Inventory and, to the extent not covered or not specifically included in Accounts
Receivable, Equipment, General Intangibles, and Inventory.




     “Patent Collateral” means, collectively, all Patents and all Patent Licenses to which
any Pledgor is or hereafter becomes a party and all other General Intangibles embodying,
incorporating, evidencing or otherwise relating or pertaining to any Patent or Patent License, in
each case whether now owned or existing or hereafter acquired or arising.



     “Patent License” means any agreement now or hereafter in effect granting to any third
party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any
Pledgor or which any Pledgor otherwise has the right to license, is in existence, or granting to
any Pledgor any right to make, use or sell any invention on which property of the type described in
the definition of Patent herein, now or hereafter owned by any third party, is in existence, and
all rights of any Pledgor under any such agreement.



     “Patents” means, collectively, all of each Pledgor’s letters patent, whether under the
laws of the United States or any other country or jurisdiction, all recordings and registrations
thereof and applications therefor, including, without limitation, the inventions and improvements
described therein, and all reissues, continuations, divisions, renewals, extensions, substitutions
and continuations-in-part thereof, in each case whether now owned or existing or hereafter acquired
or arising.



     “Proceeds” means any and all proceeds, as defined in the Uniform Commercial Code,
products, rents, royalties and profits of or from any and all of the Collateral and, to the extent
not otherwise included in the Collateral, (w) all payments under any insurance (whether or not the
Bank is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the
Collateral, (x) all payments in connection with any requisition, condemnation, seizure or
forfeiture with respect to any of the Collateral, (y) all claims and rights (but not obligations)
to recover for any past, present or future infringement or dilution of or injury to any Copyright
Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to time
paid or payable under or with respect to any of the Collateral. For purposes of this Security
Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or
Proceeds are sold, exchanged, collected or otherwise disposed of, whether voluntarily or
involuntarily.



     “Trademark Collateral” means, collectively, all Trademarks and Trademark Licenses to
which any Pledgor is or hereafter becomes a party and all other General Intangibles embodying,
incorporating, evidencing or otherwise relating or pertaining to any Trademark or Trademark
License, in each case whether now owned or existing or hereafter acquired or arising.



     “Trademark License” means any agreement now or hereafter in effect granting any right
to any third party under any Trademark now or hereafter owned by any Pledgor or which any Pledgor
otherwise has the right to license, or granting any right to any Pledgor under any property of the
type described in the definition of Trademark herein now or hereafter owned by any third party, and
all rights of any Pledgor under any such agreement.



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     “Trademarks”
means, collectively, all of each Pledgor’s trademarks, service
marks, trade names, corporate and company names, business names, logos, trade dress, trade styles,
other source or business identifiers, designs and general intangibles of a similar nature, whether
under the laws of the United States or any other country or jurisdiction, all recordings and
registrations thereof and applications therefor, all renewals, reissues and extensions thereof,
all rights corresponding thereto, and all goodwill associated therewith or symbolized thereby, in
each case whether now owned or existing or hereafter acquired or arising.



     “Trust Accounts” means, collectively, the Swisher Hygiene Franchisee Trust Account
held at Bank of America, N.A. and the Swisher Hygiene Franchisee Trust Account held at
Toronto-Dominion Bank.



     1.2 UCC Terms. Unless otherwise defined herein, or unless the context otherwise
requires, all terms used herein which are defined in Article 9 of the North Carolina Uniform
Commercial Code (the “UCC”) shall have the meanings therein stated.



     1.3 Capitalized Terms. All capitalized terms not defined herein shall have the
meanings given to them in the Credit Agreement.



ARTICLE II




CREATION OF SECURITY INTEREST



     2.1 Pledge and Grant of Security Interest. Each Pledgor hereby pledges, assigns and
delivers to the Bank and grants to the Bank a Lien upon and security interest in all of its right,
title and interest in and to the Collateral.



     2.2 Security for Secured Obligations. This Agreement and the Collateral secure the
full and prompt payment, at any time and from time to time as and when due (whether at the stated
maturity, by acceleration or otherwise), of all liabilities and obligations of each Pledgor,
whether now existing or hereafter incurred, created or arising and whether direct or indirect,
absolute or contingent, due or to become due, under, arising out of or in connection with the
Credit Agreement, this Security Agreement, or any of the other Credit Documents to which it is or
hereafter becomes a party, or any Hedge Agreement required or permitted under the Credit Agreement
and to which the Borrower and the Bank are parties, including, without limitation, (i) in the case
of the Borrower, all obligations, including, without limitation, all principal of and interest on
the Loan, all fees, expenses, indemnities and other amounts payable by the Borrower under the
Credit Agreement or any other Credit Document (including interest accruing after the filing of a
petition or commencement of a case by or with respect to the Borrower seeking relief under any
applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement,
moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically
including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent
conveyance laws, whether or not the claim for such interest is allowed in such proceeding), and all
obligations of the Borrower to the Bank under any Hedge Agreement required or permitted under the
Credit Agreement and to which the Borrower and the Bank are parties, and (ii) in the case of any
Subsidiary Pledgor, all of its liabilities and obligations under the Guaranty; and in each case
under (i) and (ii) above, (a) all such liabilities and obligations



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that, but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code,
would become due, and (b) all fees, costs and expenses payable by such Pledgor under Section 6.1
(the liabilities and obligations of the Pledgors described in this Section 2.2, collectively, the
“Secured Obligations”).




     2.3 Security Interests Absolute. All rights of the Bank and security interests
hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional and,
without limiting the generality of the foregoing, shall not be released, discharged or otherwise
affected by:




     (i) any extension, renewal, settlement, compromise, waiver or release in
respect of any Secured Obligation, the Note or any other document evidencing or securing
such Secured Obligation, by operation of law or otherwise;




     (ii) any modification or amendment or supplement to the Credit Agreement, the Note
or any other document evidencing or securing any Secured Obligation;




     (iii) any release, non-perfection or invalidity of any direct or indirect security
for any Secured Obligation;




     (iv) any insolvency, bankruptcy, reorganization or other similar proceeding
affecting the Borrower or its assets or any resulting disallowance, release or discharge of
all or any portion of the Secured Obligations;




     (v) the existence of any claim, set-off or other right which any Pledgor may have
at any time against the Borrower, the Bank or any other corporation or person, whether in
connection herewith or any unrelated transactions; provided, that nothing herein
shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;




     (vi) any invalidity or unenforceability relating to or against the any Pledgor for
any reason of any Secured Obligation, or any provision of applicable law or regulation
purporting to prohibit the payment by any Pledgor of the Secured Obligations;




     (vii) any failure by the Bank (A) to file or enforce a claim against any Pledgor (in
a bankruptcy or other proceeding), (b) to give notice of the existence, creation or incurring
by the Borrower of any new or additional indebtedness or obligation under or with respect to
the Secured Obligations, (c) to commence any action against any Pledgor, (d) to disclose to
the Subsidiary Pledgors any facts which the Bank may now or hereafter know with regard to the
Borrower or (e) to proceed with due diligence in the collection, protection or realization
upon any collateral securing the Secured Obligations; or




     (viii) any other act or omission to act or delay of any kind by any Pledgor or the
Bank or any other corporation or person or any other circumstance whatsoever which might, but
for the provisions of this clause, constitute a legal or equitable discharge of each
Pledgor’s obligations hereunder.



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ARTICLE III




REPRESENTATIONS AND WARRANTIES



     Each Pledgor hereby represents and warrants as follows:



     3.1 Ownership of Collateral. Each Pledgor owns, or has valid rights as a lessee or
licensee with respect to, all Collateral purported to be pledged by it hereunder, free and clear of
any Liens except for the Liens granted to the Bank pursuant to the Security Documents, and except
for other Permitted Liens. No security agreement, financing statement or other public notice with
respect to all or any part of the Collateral is on file or of record in any government or public
office, and no Pledgor has filed or consented to the filing of any such statement or notice, except
(i) Uniform Commercial Code financing statements naming the Bank as secured party, and (ii) as may
be otherwise permitted by the Credit Agreement.



     3.2 Security Interests; Filings. This Agreement, together with (i) the filing, with
respect to each Pledgor, of duly completed and executed Uniform Commercial Code financing
statements naming such Pledgor as debtor, the Bank as secured party, and describing the Collateral,
in the jurisdictions set forth with respect to such Pledgor on Schedule I hereto (which filing is
hereby authorized by such Pledgor), (ii) to the extent required by applicable law, the filing, with
respect to each relevant Pledgor, of duly completed and executed assignments in the forms set forth
as Exhibits A and B hereto with the U.S. Copyright Office or the U.S. Patent and Trademark
Office, and (iii) as to Mobile Goods covered by a certificate of title or ownership, the notation
of the Bank’s security interest therein on the applicable certificates of title or ownership,
creates, and at all times shall constitute, a valid and perfected security interest in and Lien
upon the Collateral in favor of the Bank, to the extent a security interest therein can be
perfected by such filings or possession, as applicable, superior and prior to the rights of all
other Persons therein (except for Permitted Liens).



     3.3 Locations. Schedule II lists, as to each Pledgor, (i) its exact legal name, (ii)
the jurisdiction of its incorporation or organization, its federal tax identification number, and
(if applicable) its organizational identification number, (iii) the addresses of its chief
executive office and each other place of business, and (iv) the address of each location at which
any Equipment or Inventory (other than Mobile Goods and goods in transit) owned by such Pledgor is
kept or maintained, in each instance except for any new locations established in accordance with
the provisions of Section 4.2. Except as may be otherwise noted therein, all locations identified
on Schedule II are leased by the applicable Pledgor. No Pledgor presently conducts business under
any prior or other corporate or company name or under any trade or fictitious names, except as
indicated beneath its name on Schedule II, and no Pledgor has entered into any contract or granted
any Lien within the past five years under any name other than its legal corporate name or a trade
or fictitious name indicated on Schedule II.



     3.4 Authorization; Consent. The execution, delivery and performance by each
Pledgor of this Security Agreement require no action by or in respect of, or filing with, any
Governmental Authority and do not contravene, or constitute (with or without the giving of
notice or lapse of time or both) a default under, any provision of applicable law or of any



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agreement, judgment, injunction, order, decree or other instrument binding upon or affecting each
Pledgor.




     3.5 No Restrictions. There are no statutory or regulatory restrictions, prohibitions
or limitations on any Pledgor’s ability to grant to the Bank a Lien upon and security interest in
the Collateral pursuant to this Security Agreement or (except for the provisions of the federal
Anti-Assignment Act (41 U.S.C. 15), as amended and Anti-Claims Act (31 U.S.C. 3727), as amended) on
the exercise by the Bank of its rights and remedies hereunder (including any foreclosure upon or
collection of the Collateral), and there are no contractual restrictions on any Pledgor’s ability
so to grant such Lien and security interest.



     3.6 Accounts. Each Account is, or at the time it arises will be, (i) a bona fide,
valid and legally enforceable indebtedness of the account debtor according to its terms, arising
out of or in connection with the sale, lease or performance of goods or services by the Pledgors or
any of them, (ii) subject to no offsets, discounts, counterclaims, contra accounts or any other
defense of any kind and character, other than warranties and discounts customarily given by the
Pledgors in the ordinary course of business and warranties provided by applicable law, (iii) to the
extent listed on any schedule of Accounts at any time furnished to the Bank, a true and correct
statement of the amount actually and unconditionally owing thereunder, maturing as stated in such
schedule and in the invoice covering the transaction creating such Account, and (iv) not evidenced
by any other instrument; or if so, such other instrument (other than invoices and related
correspondence and supporting documentation) shall promptly be duly endorsed to the order of the
Bank and delivered to the Bank to be held as Collateral hereunder. To the knowledge of each
Pledgor, there are no facts, events or occurrences that would in any way impair the validity or
enforcement of any Accounts except as set forth above.



     3.7 Intellectual Property. Schedules III, IV and V correctly set forth all registered
Copyrights, Patents and Trademarks owned by any Pledgor as of the date hereof (and as amended from
time to time pursuant to Section 4.8) and used or proposed to be used in its business. Each such
Pledgor owns or possesses the valid right to use all Copyrights, Patents and Trademarks; all
registrations therefor have been validly issued under applicable law and are in full force and
effect; no claim has been made in writing or, to the knowledge of such Pledgor, orally, that any of
the Copyrights, Patents or Trademarks is invalid or unenforceable or violates or infringes the
rights of any other Person, and there is no such violation or infringement in existence; and to the
knowledge of such Pledgor, no other Person is presently infringing upon the rights of such Pledgor
with regard to any of the Copyrights, Patents or Trademarks.



     3.8 Deposit Accounts. Schedule VI lists, as of the date hereof (and as amended from
time to time pursuant to Section 4.10), all Deposit Accounts maintained by any Pledgor, and lists
in each case the name in which the account is held, the name of the depository institution, the
account number, and a description of the type or purpose of the account.



     3.9 Documents of Title. No bill of lading, warehouse receipt or other document or
instrument of title is outstanding with respect to any Collateral other than Mobile Goods and other
than Inventory in transit in the ordinary course of business to a location set forth on Schedule II
or to a customer of a Pledgor.



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ARTICLE IV




COVENANTS



     Each Pledgor agrees that so long as any Secured Obligation remains unpaid:



     4.1 Use and Disposition of Collateral. So long as no Event of Default shall have
occurred and be continuing, each Pledgor may, in any lawful manner not inconsistent with the
provisions of this Security Agreement and the other Credit Documents, use, control and manage the
Collateral in the operation of its businesses, and receive and use the income, revenue and profits
arising therefrom and the Proceeds thereof, in the same manner and with the same effect as if this
Security Agreement had not been made; provided, however, that no Pledgor will sell
or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with
respect to or otherwise encumber any of the Collateral or any interest therein, except for the
security interest created in favor of the Bank hereunder and except as may be otherwise expressly
permitted in accordance with the terms of this Security Agreement and the Credit Agreement
(including any applicable provisions therein regarding delivery of proceeds of sale or disposition
to the Bank).



     4.2 Change of Name, Locations, etc. No Pledgor will (i) change its name, identity or
corporate structure, (ii) change its chief executive office from the location thereof listed on
Schedule II, (iii) change the jurisdiction of its incorporation or organization from the
jurisdiction listed on Schedule II (whether by merger or otherwise), or (iv) remove any Collateral
(other than Mobile Goods and Goods in transit), or any books, records or other information relating
to Collateral, from the applicable location thereof listed on Schedule II, or keep or maintain any
Collateral at a location not listed on Schedule II, unless in each case such Pledgor has (A) given
twenty (20) days’ prior written notice to the Bank of its intention to do so, together with
information regarding any such new location and such other information in connection with such
proposed action as the Bank may reasonably request, and (B) delivered to the Bank ten (10) days
prior to any such change or removal such documents, instruments and financing statements as may be
required by the Bank, all in form and substance satisfactory to the Bank, paid all necessary filing
and recording fees and taxes, and taken all other actions reasonably requested by the Bank, in
order to perfect and maintain the Lien upon and security interest in the Collateral.



     4.3 Records; Inspection.



     (a) Each Pledgor will keep and maintain at its own cost and expense satisfactory and complete
records of the Accounts and all other Collateral, and will furnish to the Bank from time to time
such statements, schedules and reports (including, without limitation, accounts receivable aging
schedules) with regard to the Collateral as the Bank may reasonably request.



     (b) Each Pledgor shall, from time to time at such times as may be reasonably requested and
upon reasonable notice, permit the Bank to visit its offices or the premises upon which any
Collateral may be located, inspect its books and records and make copies and memoranda thereof,
inspect the Collateral, discuss its finances and affairs with its officers, employees and
independent accountants and take any other actions necessary for the protection of the interests of
the Secured Parties in the Collateral.



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     4.4 Accounts. Unless notified otherwise by the Bank in accordance with the terms hereof,
each Pledgor shall endeavor to collect its Accounts and all amounts owing to it thereunder in the
ordinary course of its business consistent with past practices and shall apply forthwith upon
receipt thereof all such amounts as are so collected to the outstanding balances thereof, and in
connection therewith shall, at the request of the Bank, take such action as the Bank may deem
necessary or advisable (within applicable laws) to enforce such collection. No Pledgor shall,
except to the extent done in the ordinary course of its business consistent with past practice and
in accordance with sound business judgment and provided that no Event of Default shall have
occurred and be continuing, (i) grant any extension of the time for payment of any Account, (ii)
compromise or settle any Account for less than the full amount thereof, (iii) release, in whole or
in part, any Person or property liable for the payment of any Account, or (iv) allow any credit or
discount on any Account. Each Pledgor shall promptly inform the Bank of any disputes with any
account debtor or obligor and of any claimed offset and counterclaim that may be asserted with
respect thereto involving, in each case, any material amount, where such Pledgor reasonably
believes that the likelihood of payment by such account debtor is materially impaired, indicating
in detail the reason for the dispute, all claims relating thereto and the amount in controversy.




     4.5 Delivery of Certain Collateral; Further Actions. All certificates or instruments
representing or evidencing any Accounts, or other Collateral shall be delivered promptly to the
Bank pursuant hereto to be held as Collateral hereunder, shall be in form suitable for transfer by
delivery and shall be delivered together with undated stock powers duly executed in blank,
appropriate endorsements or other necessary instruments of registration, transfer or assignment,
duly executed and in form and substance satisfactory to the Bank, and in each case together with
such other instruments or documents as the Bank may reasonably request. Each Pledgor will, at its
own cost and expense, cooperate with the Bank in obtaining a control agreement, in form and
substance reasonably satisfactory to the Bank, and in taking such other actions as may be requested
by the Bank from time to time with respect to any Collateral in which a security interest may be
perfected by (or can be perfected only by) control under the UCC.



     4.6 Equipment. Each Pledgor will, in accordance with sound business practices,
maintain all Equipment used by it in its business (other than obsolete Equipment) in good repair,
working order and condition (normal wear and tear excepted) and make all necessary repairs and
replacements thereof so that the value and operating efficiency thereof shall at all times be
maintained and preserved. No Pledgor shall knowingly permit any Equipment to become a Fixture to
any real property (other than real property the fee interest in which is subject to a mortgage in
favor of the Bank).



     4.7 Inventory. Each Pledgor will, in accordance with sound business practices,
maintain all Inventory held by it or on its behalf in good saleable or useable condition. Unless
notified otherwise by the Bank in accordance with the terms hereof, each Pledgor may, in any lawful
manner not inconsistent with the provisions of this Security Agreement and the other Credit
Documents, process, use and, in the ordinary course of business but not otherwise, sell its
Inventory.



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     4.8 Intellectual Property.



     (a) Each applicable Pledgor will execute and deliver to the Bank on the Closing Date folly
completed assignments in the forms of Exhibits A and B, as applicable, for recordation in
the U.S. Copyright Office or the U.S. Patent and Trademark Office with regard to any Copyright
Collateral, Patent Collateral or Trademark Collateral, as the case may be, as set forth on
Schedules III, IV and V hereto. In the event that after the date hereof any Pledgor shall acquire
any or effect any registration of any registered Copyright, Patent or Trademark, whether within the
United States or any other country or jurisdiction, such Pledgor shall promptly furnish written
notice thereof to the Bank and such Pledgor shall execute and deliver to the Bank, as promptly as
possible (but in any event within 10 days) after the date of such acquisition or registration fully
completed assignments in the forms of Exhibits A and B, as applicable, for recordation in
the U.S. Copyright Office or the U.S. Patent and Trademark Office, together with any other
amendments, agreements, instruments and documents that the Bank may reasonably request. Each
Pledgor hereby appoints the Bank its attorney-in-fact to execute, deliver and record any and all
such amendments, agreements, instruments and documents for the foregoing purposes, all acts of such
attorney being hereby ratified and confirmed and such power, being coupled with an interest, shall
be irrevocable for so long as this Security Agreement shall be in effect with respect to such
Pledgor.



     (b) Each Pledgor shall notify the Bank immediately if it knows or has reason to know that any
Patent, Trademark or Copyright used in the conduct of its business may become abandoned or
dedicated to the public, or of any adverse determination or development (including the institution
of, or any such determination or development in, any proceeding in the U.S. Patent and Trademark
Office, U.S. Copyright Office or any court) regarding such Pledgor’s ownership of any Patent,
Trademark or Copyright, its right to register the same, or to keep and maintain the same.



     (c) Upon the occurrence and during the continuance of any Event of Default, each Pledgor shall
use its reasonable best efforts to obtain all requisite consents or approvals from the licensor of
each License included within the Copyright Collateral, Patent Collateral or Trademark Collateral to
effect the assignment of all of such Pledgor’s right, title and interest thereunder to the Bank or
its designee.



     4.9 Mobile Goods. Upon the request of the Bank at any time, whether or not an Event of
Default shall have occurred and be continuing, each Pledgor will deliver to the Bank originals of
the certificates of title or ownership for all Mobile Goods owned by it, together (in the case of
motor vehicles) with the manufacturer’s statement of origin with the Bank listed as lienholder and
odometer statements and together in all other cases with appropriate instruments or certificates of
transfer and delivery, duly completed and executed, and will take such other action as the Bank may
deem necessary to perfect the security interest created by this Security Agreement in all such
Mobile Goods.



     4.10 Deposit Accounts. Each Pledgor agrees that, unless the Bank consents otherwise in
writing, (i) it will not open or maintain any Deposit Account (other than Deposit Accounts used
exclusively for payroll purposes) except with the Bank or with another bank or financial
institution that has executed and delivered to the Bank a control agreement with respect to such



11









 




Deposit Account in form and substance reasonably satisfactory to the Bank, and (ii) in the event
any Pledgor opens any Deposit Account not already listed on Schedule VI, such Pledgor shall (in
addition to complying with the other requirements of this Section) promptly furnish written notice
thereof to the Bank together with information sufficient to permit the Bank, upon its receipt of
such notice, to (and each Pledgor hereby authorizes the Bank to) modify this Security Agreement, as
appropriate, by amending Schedule VI to include such information.




     4.11 Landlord Agreements. Each Pledgor will deliver to the Bank, a landlord agreement,
in form and substance reasonably satisfactory to the Bank, from the landlord under each real estate
lease to which such Pledgor is a party. Each such landlord agreement shall (i) acknowledge the
Liens in the Collateral created for the benefit of the Bank, and (ii) waive and release any such
Lien it shall have in the Collateral.



     4.12 Collateral in Possession of Third Party. Without limiting the generality of any
other provision of this Security Agreement, each Pledgor agrees that it shall not permit any
Collateral to be in the possession of any bailee, warehouseman, agent, processor or other third
party at any time unless such bailee or other Person shall have been notified of the security
interest created by this Security Agreement (or, if required under applicable law in order to
perfect the Bank’s security interest in such Collateral, such bailee or other Person shall have
acknowledged to the Bank in writing that it is holding such Collateral for the benefit of the Bank
and subject to such security interest and to the instructions of the Bank) and such Pledgor shall
have exercised its reasonable best efforts to obtain from such bailee or other Person, at such
Pledgor’s sole cost and expense, the written acknowledgement described above (if not already
required by applicable law to perfect the Bank’s security interest) and agreement to waive and
release any Lien (whether arising by operation of law or otherwise) it may have with respect to
such Collateral, such agreement to be in form and substance reasonably satisfactory to the Bank.



     4.13 Change in Law. Each Pledgor will promptly notify the Bank in writing of any
change in law known to him (and will use his best efforts to become aware of any such change in
law) which (i) adversely affects or will adversely affect the validity, perfection or priority of
the security interests or (ii) requires or will require a change in the procedures to be followed
in order to maintain and protect the validity, perfection and priority of the security interests.



     4.15 Protection of Security Interest; Further Assurances. Each Pledgor will, at his
expense and in such manner and form as the Bank may require, execute, deliver, file and record any
financing statement, specific assignment or other paper and take any other action that may be
necessary or desirable, or that the Bank may request, in order to create, preserve, perfect or
validate the security interests granted hereby or to enable the Bank to exercise and enforce its
rights hereunder with respect to any of the Collateral. To the extent permitted by applicable law,
each Pledgor hereby authorizes the Bank to execute and file, in the name of each Pledgor or
otherwise, Uniform Commercial Code financing statements which the Bank in its sole discretion may
deem necessary or appropriate to further perfect the security interests.



12









 





ARTICLE V




GENERAL AUTHORITY; REMEDIES



     5.1 General Authority. Each Pledgor hereby irrevocably appoints the Bank and any
officer or agent thereof, with full power of substitution, as his true and lawful attorney-in-fact,
in the name of each such Pledgor or its own name, for the sole use and benefit of the Bank, but at
each Pledgor’s expense, at any time and from time to time, to take any and all appropriate action
and to execute any and all documents and instruments which may be necessary or desirable to carry
out the terms of this Security Agreement and, without limiting the foregoing, each Pledgor hereby
gives the Bank the power and right on its behalf, without notice to or further assent by any
Pledgor to do the following:




     (i) to receive, take, endorse, assign and deliver any and all checks, notes,
drafts, acceptances, documents and other negotiable and nonnegotiable instruments taken or
received by any Pledgor as, or in connection with, the Collateral;




     (ii) to demand, sue for, collect, receive and give acquittance for any and all
monies due or to become due upon or in connection with the Collateral;




     (iii) to commence, settle, compromise, compound, prosecute, defend or adjust any
claim, suit, action or proceeding with respect to, or in connection with, the Collateral;




     (iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any
part thereof, as fully and effectually as if the Bank were the absolute owner thereof; and




     (v) to do, at its option, but at the expense of the Pledgors, at any time or from
time to time, all acts and things which the Bank deems necessary to protect or preserve the
Collateral and to realize upon the Collateral.



     5.2 Rights and Remedies. If an Event of Default shall have occurred and be continuing,
the Bank shall be entitled to exercise in respect of the Collateral all of its rights, powers and
remedies provided for herein or otherwise available to it under any other Credit Document, by law,
in equity or otherwise, including all rights and remedies of a secured party under the UCC, and
shall be entitled in particular, but without limitation of the foregoing, to exercise the following
rights, which each Pledgor agrees to be commercially reasonable:



     (a) To notify any or all account debtors or obligors under any Accounts or other
Collateral of the security interest in favor of the Bank created hereby and to direct all such
Persons to make payments of all amounts due thereon or thereunder directly to the Bank or to an
account designated by the Bank; and in such instance and from and after such notice, all amounts
and Proceeds received by any Pledgor in respect of any Accounts or other Collateral shall be
received in trust for the benefit of the Bank hereunder, shall be segregated from the other funds
of such Pledgor and shall be forthwith deposited into such account or paid over or delivered to the
Bank in the same form as so received (with any necessary endorsements or assignments), to be held
as Collateral and applied to the Secured Obligations as provided herein;



13









 





     (b) To take possession of, receive, endorse, assign and deliver, in its own name or in the
name of any Pledgor, all checks, notes, drafts and other instruments relating to any Collateral,
including receiving, opening and properly disposing of all mail addressed to any Pledgor concerning
Accounts and other Collateral; to verify with account debtors or other contract parties the
validity, amount or any other matter relating to any Accounts or other Collateral, in its own name
or in the name of any Pledgor; to accelerate any indebtedness or other obligation constituting
Collateral that may be accelerated in accordance with its terms; to take or bring all actions and
suits deemed necessary or appropriate to effect collections and to enforce payment of any Accounts
or other Collateral; to settle, compromise or release in whole or in part any amounts owing on
Accounts or other Collateral; and to extend the time of payment of any and all Accounts or other
amounts owing under any Collateral and to make allowances and adjustments with respect thereto, all
in the same manner and to the same extent as any Pledgor might have done;



     (c) To transfer to or register in its name or the name of any of its agents or nominees all or
any part of the Collateral, without notice to any Pledgor and with or without disclosing that such
Collateral is subject to the security interest created hereunder;



     (d) To notify any or all depository institutions with which any Deposit Accounts are
maintained and which Deposit Accounts are subject to control in favor of the Bank to remit and
transfer all monies, securities and other property on deposit in such Deposit Accounts or deposited
or received for deposit thereafter to the Bank, for deposit in a Collateral Account or such other
accounts as may be designated by the Bank, for application to the Secured Obligations as provided
herein;



     (e) To require any Pledgor to, and each Pledgor hereby agrees that it will at its expense and
upon request of the Bank forthwith, assemble all or any part of the Collateral as directed by the
Bank and make it available to the Bank at a place designated by the Bank;



     (f) To enter and remain upon the premises of any Pledgor and take possession of all or any
part of the Collateral, with or without judicial process; to use the materials, services, books and
records of any Pledgor for the purpose of liquidating or collecting the Collateral, whether by
foreclosure, auction or otherwise; and to remove the same to the premises of the Bank or any
designated agent for such time as the Bank may desire, in order to effectively collect or liquidate
the Collateral; and



     (g) To sell, resell, assign and deliver, in its sole discretion, all or any of the Collateral,
in one or more parcels, on any securities exchange on which any Capital Stock may be listed, at
public or private sale, at any of the Bank’s offices or elsewhere, for cash, upon credit or for
future delivery, at such time or times and at such price or prices and upon such other terms as the
Bank may deem satisfactory. If any of the Collateral is sold by the Bank upon credit or for future
delivery, the Bank shall not be liable for the failure of the purchaser to purchase or pay for the
same and, in the event of any such failure, the Bank may resell such Collateral. In no event shall
any Pledgor be credited with any part of the Proceeds of sale of any Collateral until and to the
extent cash payment in respect thereof has actually been received by the Bank. Each purchaser at
any such sale shall hold the property sold absolutely, free from any claim or right of whatsoever
kind, including any equity or right of redemption of any Pledgor, and each Pledgor



14









 




hereby expressly waives all rights of redemption, stay or appraisal, and all rights to require the
Bank to marshal any assets in favor of such Pledgor or any other party or against or in payment of
any or all of the Secured Obligations, that it has or may have under any rule of law or statute now
existing or hereafter adopted. No demand, presentment, protest, advertisement or notice of any kind
(except any notice required by law, as referred to below), all of which are hereby expressly waived
by each Pledgor, shall be required in connection with any sale or other disposition of any part of
the Collateral. If any notice of a proposed sale or other disposition of any part of the Collateral
shall be required under applicable law, the Bank shall give the applicable Pledgor at least ten
(10) days’ prior notice of the time and place of any public sale and of the time after which any
private sale or other disposition is to be made, which notice each Pledgor agrees is commercially
reasonable. The Bank shall not be obligated to make any sale of Collateral if it shall determine
not to do so, regardless of the fact that notice of sale may have been given. The Bank may, without
notice or publication, adjourn any public or private sale or cause the same to be adjourned from
time to time by announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so adjourned. Upon each public
sale and, to the extent permitted by applicable law, upon each private sale, the Bank may purchase
all or any of the Collateral being sold, free from any equity, right of redemption or other claim
or demand, and may make payment therefor by endorsement and application (without recourse) of the
Secured Obligations in lieu of cash as a credit on account of the purchase price for such
Collateral.




     5.3 Application of Proceeds.



     (a) All Proceeds collected by the Bank upon any sale, other disposition of or realization
upon any of the Collateral, together with all other moneys received by the Bank hereunder,
shall be applied as follows:




     (i) first, to payment of the expenses of such sale or other realization, including
reasonable compensation to the Bank and its agents and counsel, and all expenses, liabilities
and advances incurred or made by the Bank, its agents and counsel in connection therewith or
in connection with the care, safekeeping or otherwise of any or all of the Collateral, and
any other unreimbursed expenses for which the Bank is to be reimbursed pursuant to Section
6.1;




     (ii) second, after payment in full of the amounts specified in clause (i) above, to
payment of the Secured Obligations; and




     (iii) finally, after payment in full of the amounts specified in clauses (i) and
(ii) above, any surplus then remaining shall be paid to the Pledgors, or their successors or
assigns, or to whomever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.



     (b) Each Pledgor shall remain liable to the extent of any deficiency between the amount of all
Proceeds realized upon sale or other disposition of the Collateral pursuant to this Security
Agreement. Upon any sale of any Collateral hereunder by the Bank (whether by virtue of the power of
sale herein granted, pursuant to judicial proceeding, or otherwise), the receipt of the Bank or the
officer making the sale shall be a sufficient discharge to the purchaser or



15









 




purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the Bank or such officer or
be answerable in any way for the misapplication thereof.




     5.4 Collateral Accounts. Upon the occurrence and during the continuance of an Event of
Default, the Bank shall have the right to cause to be established and maintained, at its principal
office or such other location or locations as it may establish from time to time in its discretion,
one or more accounts (collectively, “Collateral Accounts”) for the collection of cash
Proceeds of the Collateral. Such Proceeds, when deposited, shall continue to constitute Collateral
for the Secured Obligations and shall not constitute payment thereof until applied as herein
provided. The Bank shall have sole dominion and control over all funds deposited in any Collateral
Account, and such funds may be withdrawn therefrom only by the Bank. Upon the occurrence and during
the continuance of an Event of Default, the Bank shall have the right to apply amounts held in the
Collateral Accounts in payment of the Secured Obligations in the
manner provided for in Section
5.3.



     5.5 Grant of License. Each Pledgor hereby grants to the Bank an irrevocable,
non-exclusive license (exercisable without payment of royalty or other compensation to any Pledgor)
to use, license or sublicense any Patent Collateral, Trademark Collateral or Copyright Collateral
now owned or licensed or hereafter acquired or licensed by such Pledgor, wherever the same may be
located throughout the world, for such term or terms, on such conditions and in such manner as the
Bank shall determine, whether general, special or otherwise, and whether on an exclusive or
nonexclusive basis, and including in such license reasonable access to all media in which any of
the licensed items may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license or sublicense by the Bank shall be
exercised, at the option of the Bank, only upon the occurrence and during the continuation of an
Event of Default; provided that any license, sublicense or other transaction entered into
by the Bank in accordance herewith shall be binding upon each applicable Pledgor notwithstanding
any subsequent cure of an Event of Default.



     5.6 Waivers. Each Pledgor, to the greatest extent not prohibited by applicable law,
hereby (i) agrees that it will not invoke, claim or assert the benefit of any rule of law or
statute now or hereafter in effect (including, without limitation, any right to prior notice or
judicial hearing in connection with the Bank’s possession, custody or disposition of any Collateral
or any appraisal, valuation, stay, extension, moratorium or redemption law), or take or omit to
take any other action, that would or could reasonably be expected to have the effect of delaying,
impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the
absolute sale of any of the Collateral or the possession thereof by any purchaser at any sale
thereof, and waives the benefit of all such laws and further agrees that it will not hinder, delay
or impede the execution of any power granted hereunder to the Bank, but that it will permit the
execution of every such power as though no such laws were in effect, (ii) waives all rights that it
has or may have under any rule of law or statute now existing or hereafter adopted to require the
Bank to marshal any Collateral or other assets in favor of such Pledgor or any other party or
against or in payment of any or all of the Secured Obligations, and (iii) waives all rights that it
has or may have under any rule of law or statute now existing or hereafter adopted to demand,
presentment, protest, advertisement or notice of any kind (except notices expressly provided for
herein).



16









 





ARTICLE VI




MISCELLANEOUS



     6.1 Indemnity and Expenses. The Pledgors agree jointly and severally:



     (a) To indemnify and hold harmless the Bank and each of its respective directors, officers,
employees, agents and affiliates from and against any and all claims, damages, demands, losses,
obligations, judgments and liabilities (including, without limitation, reasonable attorneys’ fees
and expenses) in any way arising out of or in connection with this Security Agreement and the
transactions contemplated hereby, except to the extent the same shall arise as a result of the
gross negligence or willful misconduct of the party seeking to be indemnified; and



     (b) To pay and reimburse the Bank upon demand for all reasonable costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses) that the Bank may incur in
connection with (i) the custody, use or preservation of, or the sale of, collection from or other
realization upon, any of the Collateral, including the reasonable expenses of retaking, holding,
preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, (ii)
the exercise or enforcement of any rights or remedies granted hereunder (including, without
limitation, under Article V), under any of the other Credit Documents or otherwise available to it
(whether at law, in equity or otherwise), or (iii) the failure by any Pledgor to perform or observe
any of the provisions hereof. The provisions of this Section 6.1 shall survive the execution and
delivery of this Security Agreement, the repayment of any of the Secured Obligations, the
termination of the commitments under the Credit Agreement and the termination of this Security
Agreement or any other Credit Document.



     6.2 No Waiver. The Bank’s failure at any time or times hereafter to require strict
performance by any Pledgor of any of the provisions of this Security Agreement shall not waive,
affect or diminish any right of the Bank at any time or times hereafter to demand strict
performance therewith and with respect to any other provision of this Security Agreement, and any
waiver of any Event of Default shall not waive or affect any other Event of Default, whether prior
or subsequent thereto, and whether of the same or a different type. None of the provisions of this
Security Agreement shall be deemed to have been waived by any act or knowledge of the Bank, its
agents, officers or employees except by an instrument in writing signed by an officer of the Bank
and directed to the Pledgors specifying such waiver.



     6.3 Binding Effect. This Security Agreement and all other instruments and documents
executed and delivered pursuant hereto or in connection herewith shall be binding upon and inure to
the benefit of the successors and assigns of the parties hereto.



     6.4 Governing Law. This Agreement shall be construed and interpreted in accordance
with the internal laws and judicial decisions of the State of North Carolina without giving effect
to the conflict of laws principles thereof, except to the extent that matters of perfection and
validity of the security interests hereunder, or remedies hereunder, are governed by the laws of a
jurisdiction other than the State of North Carolina.



17









 





     6.5 Survival of Agreement. All representations and warranties of each Pledgor and all
obligations of each Pledgor contained herein shall survive the execution and delivery of this
Security Agreement.



     6.6 Pre-Filing and Filing of Financing Statements. By execution of this Security
Agreement, each Pledgor (a) expressly authorizes the Bank to prepare and file or cause to be filed
such Uniform Commercial Code financing statements (including attached schedules, exhibits, and
addenda) as the Bank may deem reasonably necessary to perfect the security interests and liens
granted herein and (b) hereby ratifies and confirms that the Bank was and is authorized to file all
such Uniform Commercial Code financing statements (including attached schedules, exhibits, and
addenda) prior to the execution and delivery of this Security Agreement, and hereby ratifies any
such filings.



     6.7 Continuing Security Interest: Term; Successors and Assigns; Assignment; Termination
and Release; Survival. This Agreement shall create a continuing security interest in the
Collateral and shall secure the payment and performance of all of the Secured Obligations as the
same may arise and be outstanding at any time and from time to time from and after the date hereof,
and shall (i) remain in full force and effect until the Maturity Date or when all of the Secured
Obligations have been paid and finally discharged in full (the “Termination Requirements”),
(ii) be binding upon and enforceable against each Pledgor and its successors and assigns
(provided, however, that no Pledgor may sell, assign or transfer any of its rights,
interests, duties or obligations hereunder without the prior written consent of the Bank) and (iii)
inure to the benefit of and be enforceable by the Bank and its successors and assigns. Upon any
sale or other disposition by any Pledgor of any Collateral in a transaction expressly permitted
hereunder or under or pursuant to the Credit Agreement or any other applicable Credit Document, the
Lien and security interest created by this Security Agreement in and upon such Collateral shall be
automatically released, and upon the satisfaction of all of the Termination Requirements, this
Security Agreement and the Lien and security interest created hereby shall terminate; and in
connection with any such release or termination, the Bank, at the request and expense of the
applicable Pledgor, will execute and deliver to such Pledgor such documents and instruments
evidencing such release or termination as such Pledgor may reasonably request and will assign,
transfer and deliver to such Pledgor, without recourse and without representation or warranty, such
of the Collateral as may then be in the possession of the Bank (or, in the case of any partial
release of Collateral, such of the Collateral so being released as may be in its possession).



     6.8 Additional Pledgors. Each Pledgor recognizes that the provisions of the Credit
Agreement require Persons that become Subsidiaries of the Borrower, and that are not already
parties hereto, to execute and deliver a Pledge and Security Accession, whereupon each such Person
shall become a Pledgor hereunder with the same force and effect as if originally a Pledgor
hereunder on the date hereof, and agrees that its obligations hereunder shall not be discharged,
limited or otherwise affected by reason of the same, or by reason of the Bank’s actions in
effecting the same or in releasing any Pledgor hereunder, in each case without the necessity of
giving notice to or obtaining the consent of such Pledgor or any other Pledgor.



     6.9 Notice. Except as otherwise provided herein, notice to the Pledgors or to the Bank
shall be given or delivered in the manner set forth in Section 9.5 of the Credit Agreement.



18









 





     6.10 Severability. To the extent any provision of this Security Agreement is
prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Security Agreement.



     6.11 Captions. The captions to the sections of this Security Agreement have been
inserted for convenience only and shall not limit or modify any of the terms hereof.



     6.12 Counterparts. This Security Agreement may be executed in two or more
counterparts, which when assembled shall constitute one and the same agreement.



     6.13 Amendments and Waivers. Any provision of this Security Agreement may be amended
or waived, if, but only if, such amendment or waiver is in writing and is signed by each Pledgor
and the Bank.



     6.14 Conflict of Terms. The terms of this Security Agreement and the terms of the
Credit Agreement shall be construed and interpreted to the full extent possible to give effect to
all such terms. In the event of any conflict between the terms of this Security Agreement and the
Credit Agreement, the terms of the Credit Agreement shall control.



[The remainder of this page is left blank intentionally.]






19









 








     IN WITNESS WHEREOF, this Security Agreement has been executed as of the day and year first
above written by the duly authorized officers of the parties hereto.



	 	 	 	 	 
	 	SWISHER INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Sr.  Vice President 	 
	 
	 	SWISHER HYGIENE FRANCHISE CORP.

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Vice President 	 
	 
	 	SHFC BUFFALO, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Manager 	 
	 
	 	SHFC MINNEAPOLIS, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Manager 	 
	 
	 	SHFC OKLAHOMA, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Manager 	 
	 




 









 





	 	 	 	 	 
	 	SHFC OPERATIONS, LLC

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Manager 	 
	 
	 	SWISHER PEST CONTROL CORP.

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Vice President 	 
	 
	 	SWISHER MAIDS, INC.

 	 
	 	By:  	/s/ Hugh H. Cooper
 	 
	 	 	Hugh H. Cooper 	 
	 	 	Vice President 	 
	 



ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:




	 	 	 	 	 

	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Cavan J. Harris
 

Cavan J. Harris
	 	 
	 

	 	Vice President	 	 







 











 





EXHIBIT A




FORM OF

PLEDGOR ACCESSION



     THIS PLEDGOR ACCESSION (this “Accession”), dated as of                     ,                     ,
is executed and delivered by , a corporation (the
“Company”), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION (the “Bank”). pursuant
to the Security Agreement referred to hereinbelow.



     Reference is made to the Credit Agreement, dated as of November 14, 2005, among SWISHER
INTERNATIONAL, INC. (the “Borrower”), and the Bank (as amended, modified or supplemented
from time to time, the “Credit Agreement”). In connection with and as a condition to the
initial and continued extensions of credit under the Credit Agreement, the Borrower and its
subsidiaries have (i) guaranteed the payment in full of the obligations of the Borrower under the
Credit Agreement and the other Credit Documents (as defined in the Credit Agreement), and (ii)
executed a Security Agreement dated as of November 14, 2005 (as amended, modified or supplemented
from time to time, the “Security Agreement”), pursuant to which they have granted in favor
of the Bank a security interest in and Lien upon the Collateral described therein as security for
their obligations under the Credit Agreement and the other Credit Documents. Except as otherwise
provided herein, capitalized terms used herein without definition shall have the meanings given to
them in the Security Agreement.



     The Borrower has agreed under the Credit Agreement to cause each of its future subsidiaries to
become a party to (i) the Credit Agreement as a guarantor thereunder and (ii) to the Security
Agreement as a Pledgor thereunder. The Company is a subsidiary of the Borrower and, as required by
the Credit Agreement, has become a guarantor under the Credit Agreement as of the date hereof. The
Company will obtain benefits as a result of the continued extension of credit to the Borrower under
the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desire to execute
and deliver this Accession. Therefore, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce
the Bank to continue to extend credit to the Borrower under the Credit Agreement, the Company
hereby agrees as follows:



     1. The Company hereby joins in and agrees to be bound by each and all of the provisions
of the Security Agreement as a Pledgor thereunder. In furtherance (and without limitation) of
the foregoing, and as security for all of the Secured Obligations, the Company hereby pledges,
assigns and delivers to the Bank, and grants to the Bank, a Lien upon and security interest
in, all of its right, title and interest in and to the Collateral described in the Security
Agreement, all on the terms and subject to the conditions set forth in the Security Agreement.



     2. The Company hereby represents and warrants that each representation and warranty contained
in the Security Agreement are true and correct with respect to the Company as of the date hereof
and after giving effect to this Accession.



 









 





     3. This Accession shall be a Credit Document (within the meaning of such term under the
Credit Agreement), shall be binding upon and enforceable against the Company and its successors and
assigns, and shall inure to the benefit of and be enforceable by the Bank and its successors and
assigns. This Accession and its attachments are hereby incorporated into the Security Agreement and
made a part thereof.



     IN WITNESS WHEREOF, the Company has caused this Accession to be executed under seal by its
duly authorized officer as of the date first above written.



	 	 	 	 	 	 	 	 	 

	 	 	[NAME OF COMPANY]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 





2









 






SCHEDULE I



JURISDICTIONS FOR UCC FILINGS



	 	 	 
	Legal Name	 	Filing Location
	Swisher International, Inc.

	 	Nevada Secretary of State
	Swisher Hygiene Franchise Corp.

	 	North Carolina Secretary of State
	SHFC Buffalo, LLC

	 	State of Delaware – Division of Corporations
	SHFC Minneapolis, LLC

	 	State of Delaware – Division of Corporations
	SHFC Oklahoma, LLC

	 	State of Delaware – Division of Corporations
	SHFC Operations, LLC

	 	State of Delaware – Division of Corporations
	Swisher Pest Control Corp.

	 	North Carolina Secretary of State
	Swisher Maids, Inc.

	 	North Carolina Secretary of State






 









 






SCHEDULE II



PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



Swisher International, Inc.:




	 	 	 

	Jurisdiction of Incorporation:

	 	Nevada
	 
	 	 
	Federal Tax ID no.:

	 	56-1541396
	 
	 	 
	Organizational ID no.:

	 	NV C7177-1986
	 
	 	 
	Chief Executive Office Address:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	Old Dowd Properties, Edwin R. Moody, III,
	 

	 	Gary W. McCoy and H. Michael McCoy
	 

	 	c/o Mr. Gary McCoy
	 

	 	McCoy Properties
	 

	 	521 Clanton Road, Suite C
	 

	 	Charlotte, NC 28217
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	None






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



Swisher Hyeiene Franchise Corp.:




	 	 	 

	Jurisdiction of Incorporation:

	 	North Carolina
	 
	 	 
	Federal Tax ID no.:

	 	56-199-0871
	 
	 	 
	Organizational ID no.:

	 	NC 0403630
	 
	 	 
	Chief Executive Office Address:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	Old Dowd Properties, Edwin R. Moody, III,
	 

	 	Gary W. McCoy and H. Michael McCoy
	 

	 	c/o Mr. Gary McCoy
	 

	 	McCoy Properties
	 

	 	521 Clanton Road, Suite C
	 

	 	Charlotte, NC 28217
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	Surface Doctor, Inc.






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



SHFC Buffalo, LLC:




	 	 	 

	Jurisdiction of Incorporation:

	 	Delaware
	 
	 	 
	Federal Tax ID no.:

	 	83-0430781
	 
	 	 
	Organizational ID no.:

	 	DE 3975233
	 
	 	 
	Chief Executive Office Address:

	 	160 Lawrence Bell Drive, Suite 120
	 

	 	Amherst, NY 14221
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	160 Lawrence Bell Drive, Suite 120
	 

	 	Amherst, NY 14221
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	The Uniland Partnership of
Delaware, L.P.
	 

	 	University Corporate Centre
	 

	 	100 Corporate Parkway, Suite 500
	 

	 	Amherst, NY 14226
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	None






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



SHFC MinneaDolis, LLC:




	 	 	 

	Jurisdiction of Incorporation:

	 	Delaware
	 
	 	 
	Federal Tax ID no.:

	 	83-0430782
	 
	 	 
	Organizational ID no.:

	 	DE 3975235
	 
	 	 
	Chief Executive Office Address:

	 	12211 Woodlake Drive
	 

	 	Burnsville, MN 55337
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	12211 Woodlake Drive
	 

	 	Burnsville, MN 55337
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	William J. Hargis dba Nicollet
Business Center
	 

	 	c/o Wellington Management, Inc.
	 

	 	1625 Energy Park Drive, Suite 100
	 

	 	St. Paul, MN 55108
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	None






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



SHFC Oklahoma, LLC:




	 	 	 

	Jurisdiction of Incorporation:

	 	Delaware
	 
	 	 
	Federal Tax ID no.:

	 	Formed but has not done business
	 
	 	 
	Organizational ID no.:

	 	DE 4036929
	 
	 	 
	Chief Executive Office Address:

	 	6849 Fairview Road
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	Old Dowd Properties, Edwin R. Moody, III,
	 

	 	Gary W. McCoy and H. Michael McCoy
	 

	 	c/o Mr. Gary McCoy
	 

	 	McCoy Properties
	 

	 	521 Clanton Road, Suite C
	 

	 	Charlotte, NC 28217
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	None






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



SHFC Operations, LLC fka SHFC Salt Lake City, LLC:




	 	 	 

	Jurisdiction of Incorporation:

	 	Delaware
	 
	 	 
	Federal Tax ID no.:

	 	11-3754618
	 
	 	 
	Organizational ID no.:

	 	DE 3975231
	 
	 	 
	Chief Executive Office Address:

	 	6849 Fairview Road
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	Old Dowd Properties, Edwin R. Moody, III,
	 

	 	Gary W. McCoy and H. Michael McCoy
	 

	 	c/o Mr. Gary McCoy
	 

	 	McCoy Properties
	 

	 	521 Clanton Road, Suite C
	 

	 	Charlotte, NC 28217
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	SHFC Salt Lake City, LLC






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



Swisher Maids, Inc.:




	 	 	 

	Jurisdiction of Incorporation:

	 	North Carolina
	 
	 	 
	Federal Tax ID no.:

	 	56-1823723
	 
	 	 
	Organizational ID no.:

	 	NC 0321571
	 
	 	 
	Chief Executive Office Address:

	 	6849 Fairview Road
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	Old Dowd Properties, Edwin R. Moody, III,
	 

	 	Gary W. McCoy and H. Michael McCoy
	 

	 	c/o Mr. Gary McCoy
	 

	 	McCoy Properties
	 

	 	521 Clanton Road, Suite C
	 

	 	Charlotte, NC 28217
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	None






 









 






SCHEDULE II




PRINCIPAL PLACE OF BUSINESS;

LOCATIONS OF COLLATERAL; FICTITIOUS NAMES



Swisher Pest Control Corp.:




	 	 	 

	Jurisdiction of Incorporation:

	 	North Carolina
	 
	 	 
	Federal Tax ID no.:

	 	58-2340406
	 
	 	 
	Organizational ID no.:

	 	NC 0435610
	 
	 	 
	Chief Executive Office Address:

	 	6849 Fairview Road
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Accounts Receivable Records:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 
	 	 
	Locations of Inventory:

	 	6849 Fairview Rd
	 

	 	Charlotte, NC 28210
	 

	 	Owned or Leased: Leased
	 

	 	Lessor/Warehouseman:
	 

	 	Old Dowd Properties, Edwin R. Moody, III,
	 

	 	Gary W. McCoy and H. Michael McCoy
	 

	 	c/o Mr. Gary McCoy
	 

	 	McCoy Properties
	 

	 	521 Clanton Road, Suite C
	 

	 	Charlotte, NC 28217
	 
	 	 
	Other places of business:

	 	None
	 
	 	 
	Trade/fictitious or prior corporate
names (last five years):

	 	None






 









 






SCHEDULE III



COPYRIGHTS


None.




 









 








SCHEDULE IV



PATENTS


None.




 









 








SCHEDULE V



TRADEMARKS


See attached.




 









 








SWISHER INTERNATIONAL, INC.




INTERNATIONAL AND DOMESTIC TRADEMARKS



TRADEMARK STATUS REPORT

a/o October 21, 2005



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Our	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	File	 	 	 	 	 	 	 	Appln.	 	Appln.	 	Reg.	 	Reg.	 	Renewal	 	 
	 	 	No.	 	Country	 	Status*	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Due	 	Comments
	1
	 	.0609	 	Australia	 	REG	 	SWISHER & Design	 	713983	 	07/30/96	 	713983	 	07/30/96	 	07/30/06	 	 
	2
	 	.0606	 	Canada	 	REG	 	SANISERVICE	 	744,438	 	12/22/93	 	TMA 462,236	 	08/30/96	 	08/30/11	 	 
	3
	 	.0607	 	Canada	 	REG	 	“S” Design	 	744,427	 	12/22/93	 	TMA 471,527	 	02/25/97	 	02/25/12	 	 
	4
	 	.0608	 	Canada	 	REG	 	“S” SWISHER MAIDS & Design	 	755,673	 	05/26/94	 	TMA 471,555	 	02/25/97	 	02/25/12	 	 
	5
	 	N/A	 	Canada	 	ABD	 	SWISHER & Design	 	149,485	 	02/22/93	 	N/A	 	N/A	 	N/A	 	Abandoned on 08/18/94
	6
	 	.0610	 	China	 	REG	 	SWISHER & Design	 	9700106284	 	10/09/97	 	1,219,941	 	10/28/98	 	10/27/08	 	 
	7
	 	.0603	 	CTM	 	REG	 	SWISHER & Design	 	287565	 	07/10/96	 	287565	 	01/26/99	 	07/10/06	 	 
	8
	 	.0620	 	CTM	 	Use-Based	 	SWISHER	 	3920683	 	06/29/04	 	N/A	 	N/A	 	N/A	 	Due to opposition proceedings, Cls. 3 and 5 will be withdrawn; however, the application will proceed for Class 37
	9
	 	.0621	 	CTM	 	ABD	 	SWISHER & Design 

[WITHDRAWN]	 	3920717	 	06/29/04	 	N/A	 	N/A	 	N/A	 	Application is being withdrawn due to opposition proceeding
	10
	 	.0632	 	CTM	 	Use-Based	 	“S” Design	 	4580437	 	09/09/05	 	N/A	 	N/A	 	N/A	 	Awaiting copy of application.
	11
	 	.0601	 	Ecuador	 	N/A	 	SWISHER	 	N/A	 	N/A	 	N/A	 	N/A	 	N/A	 	Williams Mullen is not the responsible attorney. Assisted with Power of Attorney only
	12
	 	.0602	 	Guatemala	 	REG	 	SWISHER & Design	 	007336-2003	 	10/09/03	 	131162	 	07/29/04	 	07/29/14	 	 
	13
	 	.0613	 	Hong Kong	 	REG	 	SWISHER & Design	 	99/08072	 	06/24/99	 	200006353	 	06/24/99	 	06/23/06	 	 
	14
	 	.0628	 	India	 	REG	 	SWISHER & Design (Cl. 3)	 	950100	 	08/25/00	 	950100	 	08/25/00	 	08/25/10	 	 






1









 






SWISHER INTERNATIONAL, INC.




INTERNATIONAL AND DOMESTIC TRADEMARKS



TRADEMARK
STATUS REPORT 

a/o October 21, 2005



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Our	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	File	 	 	 	 	 	 	 	Appln.	 	Appln.	 	Reg.	 	Reg.	 	Renewal	 	 
	 	 	No.	 	Country	 	Status*	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Due	 	Comments
	15
	 	.0629	 	India	 	Use-Based	 	SWISHER & Design (Cl. 5)	 	950103	 	08/25/00	 	N/A	 	N/A	 	N/A	 	Application pending before Trade Mark Office -awaiting response from foreign associate
	16
	 	.0630	 	India	 	REG	 	SWISHER AB CONCENTRATE	 	950102	 	08/25/00	 	950102	 	08/25/00	 	08/25/10	 	 
	17
	 	.0631	 	India	 	Use-Based	 	SWISHER CHROME CLEANER	 	950101	 	08/25/00	 	N/A	 	N/A	 	N/A	 	Application pending before Trade
Mark Office -awaiting response from foreign associate
	18
	 	.0622	 	Indonesia	 	REG	 	SWISHER & Design	 	J96-24802	 	11/08/96	 	402108	 	11/08/96	 	11/08/06 (opens 11/08/05)	 	 
	19
	 	.0614	 	Ireland	 	REG	 	SWISHER & Design	 	99/2377	 	07/14/99	 	214241	 	07/14/99	 	07/14/09	 	 
	20
	 	.0624	 	Japan	 	REG	 	SWISHER & Design	 	89829/96	 	12/05/97	 	4089444	 	12/05/97	 	12/05/07	 	 
	21
	 	.0625	 	Japan	 	REG	 	SWISHER	 	2004-017576	 	02/26/04	 	4808860	 	10/08/04	 	10/08/14	 	 
	22
	 	.0615	 	Korea	 	REG	 	SWISHER & Design	 	97-11601	 	08/16/97	 	49435	 	11/13/98	 	11/13/08	 	 
	23
	 	.0619	 	Macau	 	REG	 	SWISHER & Design	 	N/003045	 	01/21/98	 	N/003045	 	07/03/98	 	1st renewal filed 

 2nd renewal due by 01/21/12	 	Actual renewal date is January 21, 2012 (prev. information supplied to WM was 07/03/2012)
	24
	 	.0611	 	Malaysia	 	REG	 	SWISHER & Design	 	97/18894	 	12/01/97	 	97/18894	 	12/01/97	 	12/01/07	 	 
	25
	 	.0600	 	Mexico	 	REG	 	SWISHER	 	752320	 	08/29/01	 	752320	 	06/27/02	 	08/29/11	 	 
	26
	 	.0616	 	New Zealand	 	REG	 	SWISHER	 	232932	 	12/17/93	 	232932	 	01/22/97	 	12/17/14	 	 
	27
	 	.0617	 	New Zealand	 	REG	 	SWISHER	 	232933	 	12/17/93	 	232933	 	01/22/97	 	12/17/14	 	 






2









 








SWISHER INTERNATIONAL, INC.




INTERNATIONAL AND DOMESTIC TRADEMARKS



TRADEMARK STATUS REPORT

a/o October 21, 2005



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Our	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	File	 	 	 	 	 	 	 	Appln.	 	Appln.	 	Reg.	 	Reg.	 	Renewal	 	 
	 	 	No.	 	Country	 	Status*	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Due	 	Comments
	28
	 	.0618	 	Norway	 	REG	 	SWISHER & Design	 	199906182	 	06/24/99	 	199799	 	10/07/99	 	10/07/09	 	 
	29
	 	.0623	 	Philippines	 	REG	 	SWISHER & Design	 	123799	 	08/20/97	 	41997123799	 	04/04/02	 	04/04/08 - 5th anniversary 04/04/13 - 10th Anniversary 04/04/18 - 15th	 	 
	30
	 	.0612	 	Singapore	 	REG	 	SWISHER & Design	 	8108/96	 	08/03/96	 	8108/96	 	08/03/96	 	08/03/06	 	 
	31
	 	.0626	 	Taiwan	 	REG	 	SWISHER & Design	 	(85)038080	 	08/02/96	 	93545	 	09/01/97	 	08/31/07	 	 
	32
	 	.0627	 	Thailand	 	REG	 	SWISHER & Design	 	314800	 	08/13/96	 	BOR5642	 	09/02/97	 	09/02/07	 	 
	33
	 	.0604	 	Turkey	 	Use-Based	 	SWISHER	 	2004/37716	 	11/19/04	 	N/A	 	N/A	 	N/A	 	Before examining attorney
	34
	 	.0605	 	Turkey	 	Use-Based	 	SWISHER & Design	 	2004/37717	 	11/19/04	 	N/A	 	N/A	 	N/A	 	Before examining attorney
	35
	 	.0400	 	U.S.	 	REG	 	SWISHER & Design	 	74250147	 	02/27/92	 	1744818	 	01/05/93	 	01/05/13	 	 
	36
	 	.0401	 	U.S.	 	REG	 	SWISHER	 	74362093	 	02/25/93	 	1818173	 	01/25/94	 	01/25/14	 	 
	37
	 	.0402	 	U.S.	 	REG	 	“S” SWISHER MAIDS & Design	 	74532900	 	06/03/94	 	1904647	 	07/11/95	 	07/11/05	 	Grace period will expire on
11/11/06, if a renewal is not filed the registration will be canceled.







3











 





SWISHER INTERNATIONAL, INC.




INTERNATIONAL AND DOMESTIC TRADEMARKS



TRADEMARK STATUS REPORT

a/o October 21, 2005



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Our	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	File	 	 	 	 	 	 	 	Appln.	 	Appln.	 	Reg.	 	Reg.	 	Renewal	 	 
	 	 	 	 	No.	 	Country	 	Status*	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Due	 	Comments
	 	38	 	 	 	.0403	 	 	U.S.
	 	Use-

Based
	 	“S” Design

	 	 	78575314	 	 	02/25/05
	 	N/A
	 	N/A
	 	N/A
	 	Application will be published on
11/22/05 — awaiting notification from Trademark Office and will forward to client
upon receipt
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	39	 	 	 	.0404	 	 	US
	 	PEN
	 	“S” SWISHER HYGIENE
& Design (Cls. 35 and 36)

	 	 	N/A	 	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	Awaiting specimens to file as a use based application or approval
to file as an intent-to-use application
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	40	 	 	 	.0405	 	 	US
	 	ITU
	 	“S” SWISHER HYGIENE
& Design (Cls. 5 and 37)

	 	 	78677819	 	 	07/25/05
	 	N/A
	 	N/A
	 	N/A
	 	Application will be
published on
11/29/05 —
awaiting notification from
Trademark Office and will
forward to client
upon
receipt
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	41	 	 	 	.0406	 	 	U.S.
	 	ITU
	 	“S” SWISHER
SERVICES FOR LIFE

	 	 	78678205	 	 	07/26/05
	 	N/A
	 	N/A
	 	N/A
	 	Application will be
published on
11/29/05 —
awaiting notification from
Trademark Office and will
forward to client
upon
receipt
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	42	 	 	 	.0407	 	 	U.S.
	 	ITU
	 	“S” SWISHER
SERVICES AMERICA
TRUSTS

	 	 	78678283	 	 	07/26/05
	 	N/A
	 	N/A
	 	N/A
	 	Application will be
published
on
11/29/05 —
awaiting
notification from
Trademark Office and will
forward to client
upon
receipt






4









 





SWISHER INTERNATIONAL, INC.




INTERNATIONAL AND DOMESTIC TRADEMARKS



TRADEMARK STATUS REPORT

a/o October 21, 2005



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Our	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	File	 	 	 	 	 	 	 	Appln.	 	Appln.	 	Reg .	 	Reg.	 	Renewal	 	 
	 	 	 	 	No.	 	Country	 	Status*	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Due	 	Comments
	 	43	 	 	 	.0408	 	 	U.S.
	 	ITU
	 	“S” SWISHER
SERVICES

	 	 	78678233	 	 	07/26/05
	 	N/A
	 	N/A
	 	N/A
	 	Application will be
published on 11/29/05 —
awaiting notification from
Trademark Office and will
forward to client upon
receipt
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	44	 	 	 	.0409	 	 	U.S.
	 	Use-

Based
	 	SWISHER TOTAL 

IMAGE

	 	 	78691594	 	 	08/12/05
	 	N/A
	 	N/A
	 	N/A
	 	Application will be
published on 11/22/05 —
awaiting notification from
Trademark Office and will
forward to client upon receipt
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	45	 	 	 	.0410	 	 	U.S.
	 	PEN
	 	STI

	 	NOT FILED
	 	N/A
	 	N/A
	 	N/A
	 	N/A
	 	Waiting to hear back from client
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	46	 	 	 	.0411	 	 	U.S.
	 	Use-

Based
	 	SANIGENICS

	 	 	78721268	 	 	09/27/05
	 	N/A
	 	N/A
	 	N/A
	 	New application not yet
assigned to examining
attorney
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	47	 	 	 	.0412	 	 	U.S.
	 	Use-

Based
	 	SANIGENICS & Design

	 	 	78721440	 	 	09/27/05
	 	N/A
	 	N/A
	 	N/A
	 	New application not yet
assigned to examining
attorney






5









 






SWISHER INTERNATIONAL, INC .




INTERNATIONAL AND DOMESTIC TRADEMARKS



TRADEMARK STATUS REPORT

 a/o
October 21, 2005



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Our	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	File	 	 	 	 	 	 	 	Appln.	 	Appln.	 	Reg.	 	Reg.	 	Renewal	 	 
	 	 	 	 	No.	 	Country	 	Status*	 	Mark	 	No.	 	Date	 	No.	 	Date	 	Due	 	Comments
	 	48	 	 	 	.0413	 	 	U.S.
	 	Use-

Based
	 	A HEALTHY 

RESPECT 

FOR HYGIENE

	 	 	78738048	 	 	10/21/05
	 	N/A
	 	N/A
	 	N/A
	 	Newly filed
application not
yet assigned to
examining
attorney








 




			
	*	 	REG - Registered; ABD -Abandoned; Use-Based- Use-Based Application is pending;
Intent-to-Use - Intent-to-Use Application is pending




6









 










SCHEDULE VI




DEPOSIT ACCOUNTS


See attached.














 





	 	 	 	 	 	 	 	 	 
	Anticipated Status	 	 	 	 	 	 
	Post Implementation	 	Account Name	 	Account Number	 	Purpose
	 

	 	Wachovia (Legacy South Trust Bank accounts never closed)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ACTIVE

	 	Swisher International, Inc. Operating Account
	 	 	*	 	 	SII — payables disbursements
	ACTIVE

	 	Swisher Hygiene Franchise Corporation Operating Account
	 	 	*	 	 	SHFC — primary depository account and disbursements incl payroll
	ACTIVE

	 	Swisher Hygiene Franchisee Trust
	 	 	*	 	 	US trust lockbox
	 
	 	 	 	 	 	 	 	 
	 

	 	Wachovia via Bank of Montreal	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ACTIVE

	 	Swisher Hygiene Franchise Corporation dba Sani-Service
	 	 	*	 	 	Lockbox and disbursements Canadian operating funds
	ACTIVE

	 	Swisher Hygiene Franchisee Trust
	 	 	*	 	 	Canadian trust lockbox
	 
	 	 	 	 	 	 	 	 
	 

	 	Toronto Dominion — Canada	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CLOSED

	 	Swisher International Inc Operating Account
	 	 	*	 	 	Lockbox and disbursements Canadian operating funds
	CLOSED

	 	Swisher Hygiene Franchisee Trust Account
	 	 	*	 	 	Canadian trust
	 
	 	 	 	 	 	 	 	 
	 

	 	Bank of America	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CLOSED

	 	Swisher International Inc Operating Acct
	 	 	*	 	 	SII — payables disbursement s
	CLOSED

	 	Swisher Hygiene Franchise Corp Operating Acct
	 	 	*	 	 	SHFC — primary depository account and disbursements incl payroll
	CLOSED

	 	Swisher Hygiene Franchisee Trust
	 	 	*	 	 	Trust account (titling s/b “Swisher Hygiene Franchisee Trust” )
	OPEN (no Wachovia’s)

	 	SHFC Buffalo, LLC
	 	 	*	 	 	Buffalo co-own account
	 
	 	 	 	 	 	 	 	 
	 

	 	Wells Fargo	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPEN (no Wachovia’s)

	 	SHFC Minneapolis, LLC
	 	 	*	 	 	Minneapolis co-own account
	 
	 	 	 	 	 	 	 	 
	 

	 	Ansbacher (Jersey) Limited	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPEN

	 	FMS, Inc.
	 	 	*	 	 	Foreign collections from ML’s in USD
	 
	 	 	 	 	 	 	 	 
	 

	 	ANZ Bank — Australia	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OPEN

	 	SIANZ Operational Account
	 	 	*	 	 	AUD operating account
	OPEN

	 	SIANZ Market Fund Account
	 	 	*	 	 	AUD marketing fund account (see franchise agreement )
	OPEN

	 	SIANZ Suspense Account
	 	 	*	 	 	AUD trust account
	 
	 

	 	ANZ Bank — New Zealand	 	 	 	 	 	 
	OPEN

	 	SIANZ Operational Account
	 	 	*	 	 	NZD operating account
	OPEN

	 	SIANZ Market Fund Account
	 	 	*	 	 	NZD marketing fund account (see franchise agreement )
	OPEN

	 	SIANZ Suspense Account
	 	 	*	 	 	NZD trust account