SECURITY AGREEMENT



 

 


SECURITY AGREEMENT


 

SECURITY
AGREEMENT, dated as of July 23, 2001, between Miller Industries, Inc., a
Tennessee corporation ("Parent"), and each of its Subsidiaries
listed on the signature pages hereto as a "Grantor" (Parent and such
Subsidiaries, collectively, the "Grantors", and individually, a
"Grantor"), THE CIT Group/Business Credit, Inc., in its
capacity as the Collateral Agent for the Lenders, and BANK OF AMERICA, N.A., as
Existing Titled Collateral Agent for the Lenders.


W
I T N E S S E T H
:

WHEREAS,
pursuant to that certain Credit Agreement dated as of the date hereof by and
among the Grantors, the Collateral Agent, the Existing Titled Collateral Agent,
Bank of America, N.A., as Administrative Agent, Syndication Agent and Letter of
Credit Issuer, and the Lenders (including all annexes, exhibits and schedules
thereto, as from time to time amended, restated, supplemented or otherwise
modified, the "Credit Agreement"), the Lenders have agreed to make the
Loans and cause the issuance of the Letters of Credit on behalf of the Grantors;

WHEREAS,
in order to induce the Agents, the Letter of Credit Issuer and the Lenders to
enter into the Credit Agreement and the other Loan Documents and to induce the
Lenders to make the Loans and cause the issuance of the Letters of Credit as
provided for in the Credit Agreement, the Grantors have agreed to grant a
continuing Lien on the Collateral (as hereinafter defined) to secure the
Obligations;

NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


1.       
DEFINED TERMS.
The following terms shall have the following respective meanings:

"Accounts"
means all of each Grantor’s now owned or hereafter acquired or arising
accounts, as defined in the UCC, including any rights to payment for the sale or
lease of goods or rendition of services, whether or not they have been earned by
performance.

"Chattel
Paper" means all of each Grantor’s now owned or hereafter acquired
chattel paper, as defined in the UCC, including electronic chattel paper.

"Contracts"
means all contracts and agreements to which any Grantor is a party or
beneficiary of, including the Intercompany Security Documents and the
Independent Distributor Security Documents.

 



 

"Documents"
means all documents, as such term is defined in the UCC, including bills of
lading, warehouse receipts or other documents of title, now owned or hereafter
acquired by any Grantor.

"Equipment"
means all of each Grantor’s now owned and hereafter acquired machinery,
equipment, furniture, furnishings, fixtures, and other tangible personal
property (except Inventory), including embedded software, vehicles with respect
to which a certificate of title has been issued (including all such property
consisting of Titled Collateral), tow trucks, wreckers, wrecker bodies and other
fleet vehicles, aircraft, dies, tools, jigs, molds and office equipment, as well
as all of such types of property leased by any Grantor and all of each Grantor’s
rights and interests with respect thereto under such leases (including, without
limitation, options to purchase), together with all present and future additions
and accessions thereto, replacements therefor, component and auxiliary parts and
supplies used or to be used in connection therewith, and all substitutes for any
of the foregoing, and all manuals, drawings, instructions, warranties and rights
with respect thereto; wherever any of the foregoing is located.

"Existing
Certificates of Title" means each certificate of title or other
comparable instrument with respect to wreckers, vehicles and other Collateral
owned by the Borrowers that, as of the Closing Date, notes the Junior Creditors’
Agent (or Bank of America) as the lienholder thereon.

"Existing
Titled Collateral" means all wreckers, vehicles and other Collateral
for which an Existing Certificate of Title has been issued as of the Closing
Date.

"General
Intangibles" means all of each Grantor’s now owned or hereafter
acquired general intangibles, choses in action and causes of action and all
other intangible personal property of each Grantor of every kind and nature
(other than Accounts), including, without limitation, all contract rights,
payment intangibles, Proprietary Rights, corporate or other business records,
inventions, designs, blueprints, plans, specifications, patents, patent
applications, trademarks, service marks, trade names, trade secrets, goodwill,
copyrights, computer software, customer lists, registrations, licenses,
franchises, tax refund claims, any funds which may become due to any Grantor in
connection with the termination of any employee benefit plan or any rights
thereto and any other amounts payable to any Grantor from any employee benefit
plan, rights and claims against carriers and shippers, rights to
indemnification, business interruption insurance and proceeds thereof, property,
casualty or any similar type of insurance and any proceeds thereof, proceeds of
insurance covering the lives of key employees on which any Grantor is
beneficiary, rights to receive dividends, distributions, cash, Instruments and
other property in respect of or in exchange for pledged equity interests or
Investment Property, and any letter of credit, guarantee, claim, security
interest or other security held by or granted to any or for the benefit of any
Grantor (including all rights under the Intercompany Security Documents and the
Independent Distributor Security Documents).

"Independent
Distributor Security Documents" means all distributor agreements,
security agreements, financing statements, guarantees and other documents,
instruments and agreements executed or delivered in connection with any and all
Accounts and other obligations owing to any Grantor by any of such Grantor’s
Independent Distributors.

 

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"Instruments"
means all instruments, as such term is defined in the UCC, now owned or
hereafter acquired by any Grantor.

"Inventory"
means all of each Grantor’s now owned and hereafter acquired inventory, goods
and merchandise, wherever located, to be furnished under any contract of service
or held for sale or lease, including all tow trucks, wreckers and wrecker bodies
(including all such property consisting of Titled Collateral), all returned
goods, raw materials, work-in-process, finished goods (including embedded
software), other materials and supplies of any kind, nature or description which
are used or consumed in any Grantor’s business or used in connection with the
packing, shipping, advertising, selling or finishing of such goods, merchandise,
and all documents of title or other Documents representing them.

"Investment
Property" means all of each Grantor’s right title and interest in and
to any and all of the following, whether now owned or hereafter arising or
acquired: (a) securities whether certificated or uncertificated; (b) securities
entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity
accounts.

"Payment
Account" means each bank account established pursuant to this Security
Agreement, to which the proceeds of Accounts and other Collateral are deposited
or credited, and which is maintained in the name of the Collateral Agent or any
Grantor, as the Collateral Agent may determine, on terms acceptable to the
Collateral Agent.

"Proprietary
Rights" means all of any Grantor’s now owned and hereafter arising or
acquired licenses, franchises, permits, patents, patent rights, copyrights,
works which are the subject matter of copyrights, trademarks, service marks,
trade names, trade styles, patent, trademark and service mark applications, and
all licenses and rights related to any of the foregoing, and all other rights
under any of the foregoing, all extensions, renewals, reissues, divisions,
continuations, and continuations-in-part of any of the foregoing, and all rights
to sue for past, present and future infringement of any of the foregoing.

"Restricted
Account" means bank account number 0037-8291-1498, maintained with Bank
of America by Parent and titled Escrow Licensing (Restricted).

"Supporting
Obligations" means all supporting obligations as such term is defined
in the UCC.

"Titled
Collateral" means all now existing or hereafter arising Collateral that
is (a) covered by a certificate of title or other comparable instrument issued
under a statute of a state under the law of which indication of a security
interest on such certificate or instrument is required as a condition of
perfection, and (b) not subject to a purchase money Lien in favor of another
creditor which is permitted under clause (j) of the definition of
"Permitted Liens" in the Credit Agreement, and in any event Titled
Collateral shall include all Existing Titled Collateral.

"UCC"
means the Uniform Commercial Code, as in effect from time to time, of the State
of Georgia or of any other state the laws of which are required as a result
thereof to be applied in connection with the issue of perfection of security
interests.

 

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All other capitalized
terms used but not otherwise defined herein have the meanings given to them in
the Credit Agreement or in Annex A thereto. All other undefined terms contained
in this Security Agreement, unless the context indicates otherwise, have the
meanings provided for by the UCC to the extent the same are used or defined
therein.


2.       GRANT
OF LIENS.

(a)     As
security for all Obligations, the Grantors hereby grant to the Collateral Agent,
for the benefit of the Agents, the Letter of Credit Issuer and the Lenders, a
continuing security interest in, lien on, assignment of and right of set-off
against, all of the following property and assets of the Grantors, whether now
owned or existing or hereafter acquired or arising, regardless of where located:

(i)       all
Accounts;

(ii)       all
Inventory;

(iii)      all
contract rights;

(iv)    
 all Chattel Paper;

(v)
      all Documents;

(vi)      all
Instruments;

(vii)     all
Supporting Obligations;

(viii)    all
General Intangibles;

(ix)      all
Equipment;

(x)       all
Investment Property;

(xi)     all
money, cash, cash equivalents, securities and other property of any kind of each
Grantor held directly or indirectly by the Collateral Agent or any Lender;

(xii)    all
of each Grantor’s deposit accounts, credits, and balances with and other
claims against the Collateral Agent or any Lender or any of their Affiliates or
any other financial institution with which any Grantor maintains deposits,
including any Payment Accounts;

(xiii)   all
of the Grantors’ commercial tort claims;

(xiv)   all
books, records and other property related to or referring to any of the
foregoing, including books, records, account ledgers, data processing records,
computer software and other property and General Intangibles at any time
evidencing or relating to any of the foregoing; and

 

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(xv)    all
accessions to, substitutions for and replacements, products and proceeds of any
of the foregoing, including, but not limited to, proceeds of any insurance
policies, claims against third parties, and condemnation or requisition payments
with respect to all or any of the foregoing.

All of the foregoing,
together with the Real Estate covered by the Mortgages, all equity interests in
Subsidiaries pledged to the Collateral Agent, and all other property of the
Grantors in which the Collateral Agent or any Lender may at any time be granted
a Lien as collateral for the Obligations, is herein collectively referred to as
the "Collateral"; provided, that, notwithstanding anything
herein to the contrary, the Collateral shall not include (A) any personal
property that is leased by any Grantor or any rights of such Grantor under such
lease (other than such Grantor’s rights to payment under such lease
constituting Accounts or General Intangibles for money due or to become due) if
and for so long as the grant of a security interest by such Grantor in such
personal property or lease violates the terms of such Grantor's lease of such
personal property; provided that the Grantor shall be deemed to have granted a
security interest in such leased personal property, and such personal property
shall be included in the Collateral, at such time that such grant no longer
violates such lease; (B) any Proprietary Rights that a Grantor has an interest
in pursuant to a license, permit, agreement or instrument with a third-party if
and for so long as the grant of a security interest by such Grantor in such
Proprietary Rights violates the terms of such Grantor's license, permit,
agreement or instrument with such third-party; provided that the Grantor shall
be deemed to have granted a security interest in such Proprietary Rights, and
such Proprietary Rights shall be included in the Collateral, at such time that
such grant no longer violates such license, permit, instrument or agreement; or
(C) the Restricted Account; provided that the Collateral shall include each
Grantor’s right to receive proceeds and payments from the Restricted Account.

(b)       As
security for all Obligations, the Grantors hereby grant to the Existing Titled
Collateral Agent, for the benefit of the Agents, the Letter of Credit Issuer and
the Lenders, a continuing security interest in, lien on, assignment of and right
of set-off against, all of the Existing Titled Collateral, the Existing
Certificates of Title, and all proceeds thereof (including insurance proceeds).

(c)       All
of the Obligations shall be secured by all of the Collateral, including all of
the Existing Titled Collateral.


3.
       PERFECTION
AND PROTECTION OF SECURITY INTEREST.

(a)       The
Grantors shall, at their expense, perform all steps requested by the Collateral
Agent at any time to perfect, maintain, protect, and enforce the Agent’s
Liens, including: (i) executing, delivering and/or filing and recording of
the Mortgages, Patent and Trademark Agreement, and executing and filing
financing or continuation statements, and amendments thereof, in form and
substance reasonably satisfactory to the Collateral Agent; (ii) delivering
to the Collateral Agent the originals of all Instruments, Documents, tangible
Chattel Paper, certificated Investment Property, and all other Collateral of
which the Collateral Agent determines it should have physical possession in
order to perfect and protect the Agent’s Liens therein, duly pledged, endorsed
or assigned to the Collateral Agent without restriction;

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(iii) delivering
to the Collateral Agent warehouse receipts covering any portion of the
Collateral located in warehouses and for which warehouse receipts are issued,
and delivering to the Collateral Agent or its representative certificates of
title covering any portion of the Titled Collateral, together with duly executed
applications for the notation of the Agent’s Liens on such certificates of
title; (iv) when an Event of Default has occurred and is continuing,
transferring Inventory to warehouses or other locations designated by the
Collateral Agent; (v) placing notations on the Grantors’ books of account to
disclose the Agent’s Liens; (vi) obtaining control agreements in form and
substance acceptable to the Collateral Agent from securities intermediaries with
respect to financial assets (including Investment Property) in the possession of
securities intermediaries and providing the Collateral Agent control of all
electronic Chattel Paper in such manner as the Collateral Agent may require;
(vii) assigning and delivering to the Collateral Agent all Supporting
Obligations, including letters of credit on which any Grantor is named
beneficiary, with the written consent of the issuer thereof; and (viii) taking
such other steps as are deemed necessary or desirable by the Collateral Agent to
maintain and protect the Agent’s Liens. To the extent permitted by applicable
law, the Collateral Agent may file, without any Grantor’s signature, one or
more financing statements disclosing the Agent’s Liens. The Grantors agree
that a carbon, photographic, photostatic, or other reproduction of this Security
Agreement or of a financing statement is sufficient as a financing statement.

(b)       If
any Collateral is at any time in the possession or control of any warehouseman,
bailee, consignee or any of the Grantors’ agents or processors, then the
Grantors shall (i) notify the Collateral Agent thereof and shall use reasonable
efforts to obtain a bailee, consignee or similar letter acknowledged by such
Person that notifies such Person of the Agent’s Liens in such Collateral and
instructs such Person to hold all such Collateral for the Collateral Agent’s
account subject to the Collateral Agent’s instructions, and (ii) deliver to
the Collateral Agent such UCC financing statements as the Collateral Agent may
reasonably request naming such Person as debtor. If at any time any Collateral
is located in any operating facility of a Grantor that is leased by such
Grantor, then such Grantor shall use reasonable efforts to obtain written
landlord lien waivers or subordinations, in form and substance reasonably
satisfactory to the Collateral Agent, that waive or subordinate all present and
future Liens which the owner or lessor of such premises may be entitled to
assert against the Collateral, provided that the provisions of this sentence
shall not apply to Collateral of the RoadOne Borrowers until January 1, 2002.

(c)       From
time to time the Grantors shall, upon the Collateral Agent’s request, execute
and deliver confirmatory written instruments pledging to the Collateral Agent,
for the ratable benefit of the Agents, the Letter of Credit Issuer and the
Lenders, the Collateral, but the Grantors’ failure to do so shall not affect
or limit the Agent’s Liens or any other rights of the Collateral Agent or any
Lender in and to the Collateral with respect to the Grantors. So long as the
Credit Agreement is in effect and until all Obligations have been fully
satisfied, the Agent’s Liens shall continue in full force and effect in all
Collateral (whether or not deemed eligible for the purpose of calculating the
Availability or as the basis for any advance, loan, extension of credit, or
other financial accommodation).

(d)       The
Grantors (i) represent and warrant to the Collateral Agent and the Lenders that
the Grantors do not have any commercial tort claims (as defined in Revised

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Article 9
of the UCC) as of the date hereof, and (ii) agree to promptly notify the
Collateral Agent in writing of any hereafter arising commercial tort claims in
which any Grantor is a plaintiff and is seeking damages in excess of $250,000
(or, if a specific amount of damages are not pled, which could reasonably be
expected to exceed $250,000) and, in connection therewith, shall promptly
execute and deliver to the Collateral Agent a confirmation of the Lien granted
hereunder in such claims and such UCC financing and amendment statements as the
Collateral Agent may reasonably request in order to perfect the Agent’s Liens
therein.


4.
       LOCATION OF COLLATERAL.     
The Grantors represent and warrant to the Collateral Agent and the Lenders that:
(a) Schedule I (as updated from time to time by delivery by the Grantors
to the Collateral Agent of a written supplemental schedule with respect thereto,
such written supplemental schedule to be provided at least thirty (30) days
prior to any change in such schedule) is a correct and complete list of each
Grantor’s chief executive office, the location of its books and records, the
locations of the Collateral, and the locations of all of its other places of
business; and (b) Schedule I (as updated from time to time by delivery by
the Grantors to the Collateral Agent of a written supplemental schedule with
respect thereto, such written supplemental schedule to be provided at least
thirty (30) days prior to any change in such schedule) correctly identifies any
of such facilities and locations that are not owned by the Grantors and sets
forth the names of the owners and lessors or sublessors of such facilities and
locations. The Grantors covenant and agree that they will not (i) maintain any
Collateral at any location other than those locations listed for the Grantors on
Schedule I, (ii) otherwise change or add to any of such locations, or
(iii) change the location of their chief executive office from the location
identified in Schedule I, or the jurisdiction of any Grantor’s
jurisdiction of incorporation or organization from the jurisdiction identified
in Schedule II, unless they give the Collateral Agent at least thirty
(30) days’ prior written notice thereof and execute any and all financing
statements and other documents that the Collateral Agent reasonably requests in
connection therewith. Without limiting the foregoing, each Grantor represents
that all of its Inventory (other than Inventory in transit) is, and covenants
that all of its Inventory will be, located either (x) on premises owned by such
Grantor, (y) on premises leased by such Grantor, or (z) in a warehouse or with a
bailee or consignee.


5.
       JURISDICTION
OF ORGANIZATION.  
Each Grantor represents and warrants to the Collateral Agent and the Lenders,
and agrees with the Collateral Agent and the Lenders, that Schedule II
hereto identifies the jurisdiction in which such Grantor is incorporated or
organized and the identification number, if any, provided by such jurisdiction
of incorporation or organization.


6.
       TITLE TO, LIENS ON, AND SALE AND
USE OF COLLAGERAL.  
The Grantors represent and warrant to the Collateral Agent and the Lenders and
agree with the Collateral Agent and the Lenders that: (a) all of the Collateral
is and will continue to be owned by the Grantors free and clear of all Liens
whatsoever, except for Permitted Liens; (b) the Agent’s Liens in the
Collateral will not be subject to any prior Lien except for those Liens
identified in clauses (a), (c), (d) and (e) of the
definition of Permitted Liens; and (c) the Grantors will use, store, and
maintain the Collateral with all reasonable care and will use such Collateral
for lawful purposes only.

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7.
       ADDITIONAL
MORTGAGES. The Grantors, at
the Grantors' expense, will grant to the Collateral Agent Mortgages in any Real
Estate acquired after the Closing Date as may be requested from time to time by
the Collateral Agent and/or the Required Lenders (collectively, the "Additional
Mortgages"). All such Mortgages shall be granted pursuant to
documentation reasonably satisfactory in form and substance to the Collateral
Agent and shall constitute valid and enforceable Liens superior to and prior to
the rights of all third Persons and subject to no other Liens except for
Permitted Liens. The Additional Mortgages shall be duly recorded or filed in
such manner and in such places as are required by law to establish, perfect,
preserve and protect the Agent’s Liens required to be granted pursuant to the
Additional Mortgages and all taxes, fees and other charges payable in connection
therewith shall be paid in full by the Grantors. Furthermore, the Grantors shall
cause to be delivered to the Collateral Agent such opinions of counsel, title
insurance and other related documents as may be reasonably requested by the
Collateral Agent. Each action required by this Section 7 shall be
completed as soon as possible, but in no event later than 30 days after such
action is requested to be taken by the Collateral Agent or the Required Lenders,
as the case may be.


8.
       ACCESS
AND EXAMINATION. Subject to
the limitations imposed on the Collateral Agent and the Lenders in the
Credit Agreement, the Collateral Agent, accompanied by any Lender which so
elects, may at all reasonable times during regular business hours (and at any
time when a Default or Event of Default exists and is continuing) have access
to, examine, audit, make extracts from or copies of and inspect any or all of
the Grantors’ records, files, and books of account and the Collateral, and
discuss the Grantors’ affairs with the Grantors’ officers and management.
The Grantors will deliver to the Collateral Agent any instrument necessary for
the Collateral Agent to obtain records from any service bureau maintaining
records for the Grantors. The Collateral Agent may, at any time when a Default
or Event of Default exists, and at the Grantors’ expense, make copies of any
or all of the Grantors’ books and records, or require the Grantors to deliver
such copies to the Collateral Agent. During the existence of an Event of
Default, the Collateral Agent may, without expense to the Collateral Agent, use
such of the Grantors’ respective personnel, supplies, and Real Estate as may
be reasonably necessary for maintaining or enforcing the Collateral Agent’s
Liens. The Collateral Agent shall have the right, at any time, in the Collateral
Agent’s name or in the name of a nominee of the Collateral Agent, to verify
the validity, amount or any other matter relating to the Accounts, Inventory,
Equipment or other Collateral, by mail, telephone, or otherwise.


9.
       COLLATERAL REPORTING.
The Grantors shall provide the Collateral Agent with the following documents at
the following times in form satisfactory to the Collateral Agent (in each case
prepared separately for the Miller Borrowers and the RoadOne Borrowers, as well
as on a combined basis): (a) together with each Borrowing Base Certificate
delivered pursuant to Section 5.2(l) of the Credit Agreement, or more
frequently if requested by the Collateral Agent, a schedule of the Grantors’
Accounts created, credits given, cash collected and other adjustments to
Accounts since the last such schedule; (b) on a monthly basis, within 30 days
after the end of each month, or more frequently if requested by the Collateral
Agent, an aging of the Grantors’ Accounts, together with a reconciliation to
the corresponding Borrowing Base Certificate and to the Grantors’ general
ledger; (c) on a monthly basis, within 30 days after the end of each month, or
more frequently if requested by the Collateral Agent, an aging of the Grantors’
accounts payable; (d) on a monthly basis, within 30 days after the end of each
month (or more frequently if

 

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requested by the
Collateral Agent), a detailed calculation of Eligible Accounts, Eligible Secured
Accounts, Eligible Fleet Vehicles, Eligible Designated Subsidiary Accounts,
Eligible Designated Subsidiary Inventory and Eligible Inventory; (e) on a
monthly basis, within 30 days after the end of each month (or more frequently if
requested by the Collateral Agent), Inventory and Eligible Fleet Vehicles
reports by category and location, together with a reconciliation to the
corresponding Borrowing Base Certificate and to the Grantors’ general ledger;
(f) upon request, copies of invoices in connection with the Grantors’
Accounts, customer statements, credit memos, remittance advices and reports,
deposit slips, shipping and delivery documents in connection with the Grantors’
Accounts and for Inventory and Equipment (including fleet vehicles) acquired by
the Grantors, purchase orders and invoices; (g) upon request, a statement of the
balance of all assets and liabilities, however arising, which are due to the
Grantors from, or which are due from the Grantors to, or which otherwise arise
from any transaction by the Grantors with, any Affiliate of the Grantors;
(h) such other reports as to the Collateral of the Grantors as the
Collateral Agent shall reasonably request from time to time; and (i) with
the delivery of each of the foregoing, a certificate of the Grantors executed by
a Designated Financial Officer certifying as to the accuracy and completeness of
the foregoing. If any of the Grantors’ records or reports of the Collateral
are prepared by an accounting service or other agent, the Grantors hereby
authorize such service or agent to deliver such records, reports, and related
documents to the Collateral Agent, for distribution to the Lenders.


10.
       ACCOUNTS.

(a)     Each
Grantor hereby represents and warrants to the Collateral Agent and the Lenders,
with respect to the Grantor’s Accounts, that: (i) each existing Account
represents, and each future Account will represent, a bona fide
sale or lease and delivery of goods by such Grantor, or rendition of services by
such Grantor, in the ordinary course of such Grantor’s business; (ii) each
existing Account is, and each future Account will be, for a liquidated amount
payable by the Account Debtor thereon on the terms set forth in the invoice
therefor or in the schedule thereof delivered to the Collateral Agent, without
any offset, deduction, defense, or counterclaim, except those known to such
Grantor and disclosed to the Collateral Agent and the Lenders pursuant to this
Security Agreement; (iii) no payment will be received with respect to any
Account, and no credit, discount, or extension, or agreement therefor will be
granted on any Account, except as reported to the Collateral Agent and the
Lenders in Borrowing Base Certificates delivered in accordance with the Credit
Agreement and this Security Agreement; (iv) each copy of an invoice delivered to
the Collateral Agent by such Grantor will be a genuine copy of the original
invoice sent to the Account Debtor named therein; and (v) all goods described in
any invoice representing a sale of goods will have been delivered to the Account
Debtor and all services of such Grantor described in each invoice will have been
performed.

(b)       No
Grantor shall (i) re-date any invoice or sale; (ii) make sales on extended
dating beyond that customary in such Grantor’s business; or (iii) extend or
modify any Account except in accordance with Grantors’ past practices and
provided Grantors provide written notice thereof to the Collateral Agent. If any
Grantor becomes aware of any matter adversely affecting the collectibility of
any Account or the Account Debtor therefor involving an amount greater than
$100,000, including information that reveals a material adverse change in

 

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the
Account Debtor’s creditworthiness, the Grantors will promptly so advise the
Collateral Agent and exclude such Account from Eligible Accounts.

(c)       No
Grantor shall accept any note or other instrument (except a check or other
instrument for the immediate payment of money) with respect to any Account
without the Collateral Agent’s written consent. If the Collateral Agent
consents to the acceptance of any such instrument, it shall be considered as
evidence of the Account and not payment thereof and the Grantors will promptly
deliver such instrument to the Collateral Agent, endorsed by the applicable
Grantor to the Collateral Agent in a manner satisfactory in form and substance
to the Collateral Agent.

(d)       The
Grantors shall notify the Collateral Agent promptly of all disputes and claims
in excess of $100,000 with any Account Debtor, and agrees to settle, contest, or
adjust such dispute or claim at no expense to the Collateral Agent or any
Lender. No discount, credit or allowance shall be granted to any such Account
Debtor without the Collateral Agent’s prior written consent, except for
discounts, credits and allowances made or given in the ordinary course of the
Grantors’ business when no Event of Default exists hereunder. The Grantors
shall promptly report each credit memorandum on Borrowing Base Certificates (or
on supporting information delivered in connection therewith) submitted by them,
and shall send the Collateral Agent a copy of each credit memorandum in excess
of $50,000 promptly following the Collateral Agent’s request therefor. The
Collateral Agent may, at all times when an Event of Default exists hereunder,
settle or adjust disputes and claims directly with Account Debtors for amounts
and upon terms which the Collateral Agent or the Required Lenders, as
applicable, shall consider advisable and, in all cases, the Collateral Agent
will credit the Grantors’ Loan Account with the net amounts received by the
Collateral Agent in payment of any Accounts.

(e)       If
an Account Debtor returns any Inventory to a Grantor when no Event of Default
exists, then the Grantors shall promptly determine the reason for such return
and, if appropriate, shall issue a credit memorandum to the Account Debtor in
the appropriate amount. The Grantors shall promptly report all returns on
Borrowing Base Certificates (or on supporting information delivered in
connection therewith) submitted by them, and shall send the Collateral Agent a
report of each return involving an amount in excess of $75,000 promptly
following the Collateral Agent’s request therefor. Each such report shall
indicate the reasons for the returns and the locations and condition of the
returned Inventory. In the event any Account Debtor returns Inventory to a
Grantor when an Event of Default exists, the Grantors, upon the request of the
Collateral Agent, shall: (i) hold the returned Inventory in trust for the
Collateral Agent; (ii) segregate all returned Inventory from all of its other
property; (iii) dispose of the returned Inventory solely according to the
Collateral Agent’s written instructions; and (iv) not issue any credits or
allowances with respect thereto without the Collateral Agent’s prior written
consent. All returned Inventory shall be subject to the Collateral Agent’s
Liens thereon. Whenever any Inventory is returned, the related Account shall be
deemed ineligible to the extent of the amount owing by the Account Debtor with
respect to such returned Inventory.


11.
       COLLECTION OF ACCOUNTS; PAYMENTS.

(a)
     Until the Collateral Agent notifies the Grantors
to the contrary, the Grantors shall make collection of all Accounts and other
Collateral for the Collateral Agent, shall

 

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receive
all payments as the Collateral Agent’s trustee, and shall promptly (and in any
event within one Business Day after receipt thereof) deliver all payments in
their original form duly endorsed in blank into a Payment Account established
for the account of the Grantors at a Clearing Bank acceptable to the Collateral
Agent, which Payment Account shall be subject to a Blocked Account Agreement.
All funds in any Payment Account shall be subject to the Collateral Agent’s
sole control, and withdrawals by the Grantors shall not be permitted.

(b)       Promptly
following the request of the Collateral Agent, (i) the Grantors shall establish
a lock-box service for collections of Accounts at a Clearing Bank acceptable to
the Collateral Agent and subject to a Blocked Account Agreement and other
documentation acceptable to the Collateral Agent, and (ii) the Grantors shall
instruct all Account Debtors to make all payments directly to the address
established for such service. If, notwithstanding such instructions, any Grantor
receives any proceeds of Accounts, it shall receive such payments as the
Collateral Agent’s trustee, and shall immediately deliver such payments to the
Collateral Agent in their original form duly endorsed in blank or deposit them
into a Payment Account, as the Collateral Agent may direct. All collections
received in any lock-box or Payment Account or directly by any Grantor or the
Collateral Agent, and all funds in any Payment Account or other account to which
such collections are deposited shall be subject to the Collateral Agent’s sole
control, and withdrawals by the Grantors shall not be permitted.

(c)       The
Collateral Agent or the Collateral Agent’s designee may, at any time after the
occurrence of an Event of Default, notify Account Debtors that the Accounts have
been assigned to the Collateral Agent and of the Collateral Agent’s security
interest therein, and may collect them directly and charge the collection costs
and expenses to the Loan Account as a Revolving Loan. So long as an Event of
Default has occurred and is continuing, the Grantors, at the Collateral Agent’s
request, shall execute and deliver to the Collateral Agent such documents as the
Collateral Agent shall require to grant the Collateral Agent access to any post
office box in which collections of Accounts are received.

(d)       If
sales of Inventory are made or services are rendered for cash, the Grantors
shall immediately deliver to the Collateral Agent or deposit into a Payment
Account the cash which the Grantors receive.

(e)       All
payments including immediately available funds received by the Collateral Agent
at a bank account designated by it, will be the Collateral Agent’s sole
property for its benefit and the benefit of the Lenders and will be
credited to the Loan Account (conditional upon final collection) after allowing
one (1) Business Days for collection; provided, however, that such
payments shall be deemed to be credited to the Loan Account immediately upon
receipt for purposes of (i) determining Availability, (ii) calculating the
Unused Line Fee pursuant to Section 2.5 of the Credit Agreement, and
(iii) calculating the amount of interest accrued thereon solely for purposes of
determining the amount of interest to be distributed by the Collateral Agent to
the Lenders (but not the amount of interest payable by the Grantors).


12.       
INVENTORY; PERPETUAL INVENTORY.

(a)       The
Grantors represent and warrant to the Collateral Agent and the Lenders and
agrees with the Collateral Agent and the Lenders that all of the Inventory owned
by

 

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the Grantors is and
will be held for sale or lease, or to be furnished in connection with the
rendition of services, in the ordinary course of the Grantors’ business, and
is and will be fit for such purposes. The Grantors will keep their Inventory in
good and marketable condition, except for damaged or defective goods arising in
the ordinary course of the Grantors’ business. The Grantors will not, without
the prior written consent of the Collateral Agent, acquire or accept any
Inventory on consignment or approval, except pursuant to the Navistar
Consignment Agreement provided the Navistar Intercreditor Agreement is in full
force and effect. The Grantors agree that all Inventory produced by the Grantors
in the United States of America will be produced in accordance with the Federal
Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and
orders thereunder. The Grantors will conduct a physical count of the Inventory
at least once per Fiscal Year, and after and during the continuation of an Event
of Default, at such other times as the Collateral Agent requests. The Grantors
will maintain an inventory reporting system at all times consistent with past
practices and reasonably acceptable to the Collateral Agent. The Grantors will
not, without the Collateral Agent’s written consent, sell any Inventory on a
bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment,
or other repurchase or return basis.

(b)       In
connection with all Inventory financed by Letters of Credit, the Grantors will,
at the Collateral Agent’s request, instruct all suppliers, carriers,
forwarders, customs brokers, warehouses or others receiving or holding cash,
checks, Inventory, Documents or Instruments in which the Collateral Agent holds
a security interest to deliver them to the Collateral Agent and/or subject to
the Collateral Agent’s order, and if they shall come into the Grantors’
possession, to deliver them, upon request, to the Collateral Agent in their
original form. The Grantors shall also, at the Collateral Agent’s request,
designate the Collateral Agent as the consignee on all bills of lading and other
negotiable and non-negotiable documents.


13.
       EQUIPMENT.

(a)       Each
Grantor represents and warrants to the Collateral Agent and the Lenders and
agrees with the Collateral Agent and the Lenders that all of the Equipment owned
by such Grantor is and will be used or held for use in such Grantor’s
business, and is and will be fit for such purposes. Each Grantor shall keep and
maintain its Equipment in good operating condition and repair (ordinary wear and
tear excepted) and shall make all necessary replacements thereof.

(b)       The
Grantors shall promptly inform the Collateral Agent of any additions to or
deletions from the Equipment with a fair market value in excess of $10,000,
including the purchase, sale or other disposition of any fleet vehicle. The
Grantors shall not permit any Equipment to become a fixture with respect to real
property or to become an accession with respect to other personal property with
respect to which real or personal property the Collateral Agent does not have a
Lien. The Grantors will not, without the Collateral Agent’s prior written
consent, alter or remove any identifying symbol or number on any of the Grantors’
Equipment constituting Collateral.

(c)       Except
as set forth in the Credit Agreement, no Grantor shall, without the Collateral
Agent’s prior written consent, sell, lease as a lessor, or otherwise dispose
of any of such Grantor’s Equipment.

 

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(d)       Each
Grantor represents and warrants to the Agents and the Lenders that none of the
Equipment included in the [describe pre-closing Appraisal] is subject to
any Lien described in clause (j) of the definition of "Permitted
Lien".


14.
       DOCUMENTS,, INSTRUMENTS, AND CHATTEL PAPER.
Each Grantor represents and warrants to the Collateral Agent and the Lenders
that (a) all Documents, Instruments, and Chattel Paper describing, evidencing,
or constituting Collateral, and all signatures and endorsements thereon, are and
will be complete, valid, and genuine, and (b) all goods evidenced by such
Documents, Instruments, and Chattel Paper are and will be owned by such Grantor,
free and clear of all Liens other than Permitted Liens.


15.
       INDEPENDENT DISTRIBUTOR SECURITY
DOCUMENTS.

(a)       Each
Grantor represents and warrants to the Collateral Agent and the Lenders that (i)
on or prior to the date hereof the Grantors have delivered to, or made available
for review by, the Collateral Agent true and correct copies of each of the
Independent Distributor Security Documents as an effect on the date hereof, and
(ii) each of such Independent Distributor Security Documents is in full force
and effect as of the date hereof and constitutes the valid and binding
obligation of each of the parties thereto.

(b)       The
Grantors shall (i) take all actions as may be necessary or as the Collateral
Agent may reasonably request in order to maintain in full force and effect the
Independent Distributor Security Documents and all Liens of the Grantors
thereunder, as well as to enable the Collateral Agent to maintain and enforce
the Agent’s Liens therein, including the filing of all such UCC financing,
amendment and continuation statements as may be necessary to maintain the
perfection and priority of all such Liens or as the Collateral Agent may
reasonably request, and the giving of such notices to the Independent
Distributors as the Collateral Agent may reasonably request with respect to the
Agent’s Liens in the Independent Distributor Security Documents, (ii) deliver
to the Collateral Agent true and correct copies of all Independent Distributor
Security Documents entered into or received by the Grantors after the date
hereof, (iii) not amend, modify or supplement any of the Independent Distributor
Security Documents in any respect without the Collateral Agent’s prior consent
(except as may be necessary or requested under clause (i) hereof), which
consent shall not be unreasonably withheld or delayed, and (iv) provide the
Collateral Agent prompt written notice of any assertion by any Independent
Distributor that any of the Independent Distributor Security Documents is not a
legal and binding obligation of such Independent Distributor in any respect or
any attempted revocation or limitation by any Independent Distributor of any of
the Independent Distributor Security Documents.

(c)       The
Grantors acknowledge and agree that the Collateral Agent shall have the right at
any time upon prior notice to Parent to (i) review, examine and make copies of
the Independent Distributor Security Documents and all of the Grantors’
records relating thereto, and (ii) require the Grantors, at their sole cost and
expense, to execute and deliver to the Collateral Agent all such UCC-3
assignments as the Collateral Agent may request in order to evidence of record
the Agent’s Liens in the Independent Distributor Security Documents.

 

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(d)       The
Grantors acknowledge and agree that, notwithstanding any assignment of record to
the Collateral Agent of any UCC financing statements relating to the Independent
Distributor Security Documents or any other action taken by the Collateral Agent
under this Security Agreement with respect to the Independent Distributor
Security Documents, (i) the provisions of Section 20(b) hereof shall apply to
the Independent Distributor Security Documents, and (ii) the Grantors shall
remain responsible for ensuring that all necessary UCC amendment and
continuation statements are timely and properly filed, and all other actions are
taken, in order to maintain the perfection and priority of all of the Liens of
the Grantors under the Independent Distributor Security Documents.


16.       CANADIAN
INTERCOMPANY SECURITY DOCUMENTS.

(a)       Each
Grantor represents and warrants to the Collateral Agent and the Lenders that (i)
on or prior to the date hereof the Grantors have delivered to the Collateral
Agent true and correct copies of each of the Intercompany Security Documents as
an effect on the date hereof, and (ii) each of the Intercompany Security
Documents is in full force and effect as of the date hereof and constitutes the
valid and binding obligation of each of the parties thereto.

(b)       The
Grantors shall (i) take all actions as may be necessary or as the Collateral
Agent may reasonably request in order to maintain in full force and effect the
Intercompany Security Documents and all Liens of the Grantors thereunder, as
well as to enable the Collateral Agent to maintain and enforce the Agent’s
Liens therein, including the filing of all such financing, amendment and
continuation statements as may be necessary to maintain the perfection and
priority of all such Liens or as the Collateral Agent may reasonably request,
and the giving of such notices to the Designated Subsidiaries as the Collateral
Agent may reasonably request with respect to the Agent’s Liens in the
Intercompany Security Documents, (ii) deliver to the Collateral Agent true and
correct copies of all Intercompany Security Documents entered into or received
by the Grantors after the date hereof, (iii) not amend, modify or supplement any
of the Intercompany Security Documents in any respect without the Collateral
Agent’s prior consent (except as may be necessary or requested under clause
(i) hereof), which consent shall not be unreasonably withheld or delayed,
and (iv) provide the Collateral Agent prompt written notice of any assertion by
any Designated Subsidiary that any of the Intercompany Security Documents is not
a legal and binding obligation of such Designated Subsidiary in any respect or
any attempted revocation or limitation by any Designated Subsidiary of any of
the Intercompany Security Documents.

(c)       The
Grantors acknowledge and agree that the Collateral Agent shall have the right at
any time upon prior notice to Parent to (i) review, examine and make copies of
the Intercompany Security Documents and all of the Grantors’ records relating
thereto, and (ii) require the Grantors, at their sole cost and expense, to
execute and deliver to the Collateral Agent all such assignments as the
Collateral Agent may request in order to evidence of record the Agent’s Liens
in the Intercompany Security Documents.

(d)       The
Grantors acknowledge and agree that, notwithstanding any assignment of record to
the Collateral Agent of any financing or similar statements relating to the
Intercompany Security Documents or any other action taken by the Collateral
Agent under this Security Agreement with respect to the Intercompany Security
Documents, (i) the provisions of

 

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 Section
20(b) hereof shall apply to the Intercompany Security Documents, and (ii) the
Grantors shall remain responsible for ensuring that all necessary amendment and
continuation statements are timely and properly filed, and all other actions are
taken, in order to maintain the perfection and priority of all of the Liens of
the Grantors under the Intercompany Security Documents.


17.
       TITLED COLLATERAL.


(a)       The
Grantors agree that (i) the Collateral Agent and the Existing Titled Collateral
Agent may engage the Custodial Administrator as their agent and custodial
administrator to administer and manage the certificates of title or other
comparable documents (including the Existing Certificates of Title) and
accomplish the perfection of the Agent’s Liens in the Titled Collateral,
pursuant to the Custodial Administration Agreement, and (ii) the Grantors shall
execute an agreement or instrument satisfactory to the Custodial Administrator
and the Collateral Agent granting power of attorney to the Custodial
Administrator for the purpose of administering and managing such certificates of
title or other comparable documents and perfecting such Liens. The Grantors
agree that all fees and expenses of the Custodial Administrator, and all filing
fees, taxes, and other amounts incurred in connection with such perfection and
administration shall be paid by the Grantors.

(b)       Upon
request by the Custodial Administrator, and not later than five (5) Business
Days following receipt thereof by any of the Grantors from the Custodial
Administrator, the Grantors shall execute and deliver to the Custodial
Administrator (i) all certificates of title or other comparable instruments
which the Custodial Administrator returns or delivers to the Grantors and
instructs the Grantors to execute in order to accomplish perfection of the Agent’s
Liens on the Titled Collateral, (ii) any applications for notation of a security
interest or other comparable forms required in conjunction with the executed
certificates of title to accomplish perfection of such Liens on the Titled
Collateral which the Custodial Administrator delivers to and instructs the
Grantors to execute or cause to be executed, and (iii) such other certificates,
agreements, notices or other items as the Custodial Administrator or the
Collateral Agent deem necessary to perfect such Liens on the Titled Collateral.

(c)       Within
twenty (20) days after the acquisition by any Grantor of any Titled Collateral,
the Grantors will: (i) execute such certificate of title applications and
documents as may be required to indicate the Agent’s Liens thereon; (ii)
complete and execute any applications for notation of the Agent’s Liens or
other comparable forms required by the applicable state's law in conjunction
with the executed certificates of title in order to perfect the Agent’s Liens
in the Titled Collateral; and (iii) file at its expense the items in clauses
(i) and (ii), along with such other certificates, agreements,
notices, or other comparable forms as may be necessary, with the appropriate
Governmental Authority in the applicable jurisdiction in order to perfect such
Liens.

(d)       The
Grantors will cause the appropriate Governmental Authority to deliver directly
to the Custodial Administrator, or if delivered to a Grantor, cause to be
delivered to the Custodial Administrator within five (5) Business Days after
receipt thereof from the appropriate Governmental Authority by a Grantor, either
the original certificate of title with the Agent's Liens noted thereon or a
newly issued certificate of title or comparable instrument, as applicable, with

 

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the
Agent's Liens noted thereon, to be managed and administered in accordance with
the Custodial Administration Agreement.


18.
       RIGHT
TO CURE. The Collateral
Agent may, in its discretion, and shall, at the direction of the Required
Lenders, pay any amount or do any act required of the Grantors hereunder or
under any other Loan Document in order to preserve, protect, maintain or enforce
the Obligations, the Collateral or the Agent’s Liens therein, and which the
Grantors fail to pay or do, including payment of any judgment against any
Grantor, any insurance premium, any warehouse charge, any finishing or
processing charge, any landlord’s or bailee’s claim, and any other Lien upon
or with respect to the Collateral. All payments that the Collateral Agent makes
under this Section 18 and all out-of-pocket costs and expenses that
the Collateral Agent pays or incurs in connection with any action taken by it
hereunder shall be charged to the Grantors’ Loan Account as a Revolving Loan.
Any payment made or other action taken by the Collateral Agent under this Section 18
shall be without prejudice to any right to assert an Event of Default hereunder
and to proceed thereafter as herein provided.


19.
       POWER
OF ATTORNEY. Each
Grantor hereby appoints the Collateral Agent and the Collateral Agent’s
designee as such Grantor’s attorney, with power: (a) to endorse such
Grantor’s name on any checks, notes, acceptances, money orders, or other forms
of payment or security that come into the Collateral Agent’s or any Lender’s
possession; (b) to sign such Grantor’s name on any invoice, bill of lading,
warehouse receipt or other negotiable or non-negotiable Document constituting
Collateral, on drafts against customers, on assignments of Accounts, on notices
of assignment, financing statements, certificate of title applications and other
public record filings, and to file any such financing statements, applications
and other filings by electronic means or otherwise with or without a signature
as authorized or required by applicable law or filing procedure; (c) so long as
any Event of Default has occurred and is continuing, to notify the post office
authorities to change the address for delivery of such Grantor’s mail to an
address designated by the Collateral Agent and to receive, open and dispose of
all mail addressed to such Grantor; (d) to send requests for verification of
Accounts to customers or Account Debtors; (e) to complete in such Grantor’s
name or the Collateral Agent’s name, any order, sale or transaction, obtain
the necessary Documents in connection therewith, and collect the proceeds
thereof; (f) to clear Inventory through customs in such Grantor’s name, the
Collateral Agent’s name or the name of the Collateral Agent’s designee, and
to sign and deliver to customs officials powers of attorney in such Grantor’s
name for such purpose; and (g) to do all things necessary to carry out the
Credit Agreement and this Security Agreement. Each Grantor ratifies and approves
all acts of such attorney. None of the Lenders or the Collateral Agent nor their
attorneys will be liable for any acts or omissions or for any error of judgment
or mistake of fact or law except for their willful misconduct. This power, being
coupled with an interest, is irrevocable until the Credit Agreement has been
terminated and the Obligations have been fully satisfied.


20.
       THE
COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS, DUTIES AND LIABILITIES.

(a)       The
Grantors assume all responsibility and liability arising from or relating to the
use, sale or other disposition of the Collateral. The Obligations shall not be
affected by

 

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any
failure of the Collateral Agent or any Lender to take any steps to perfect the
Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of
or damage to the Collateral release the Grantors from any of the Obligations.
Following the occurrence and during the continuation of an Event of Default, the
Collateral Agent may (but shall not be required to), and at the direction of the
Required Lenders shall, without notice to or consent from any Grantor, sue upon
or otherwise collect, extend the time for payment of, modify or amend the terms
of, compromise or settle for cash, credit, or otherwise upon any terms, grant
other indulgences, extensions, renewals, compositions, or releases, and take or
omit to take any other action with respect to the Collateral, any security
therefor, any agreement relating thereto, any insurance applicable thereto, or
any Person liable directly or indirectly in connection with any of the
foregoing, without discharging or otherwise affecting the liability of the
Grantors for the Obligations or under the Credit Agreement or any other
agreement now or hereafter existing between the Collateral Agent and/or any
Lender and the Grantors.

(b)       It
is expressly agreed by each Grantor that, anything herein to the contrary
notwithstanding, such Grantor shall remain liable under each of its contracts
and each of its licenses to observe and perform all the conditions and
obligations to be observed and performed by it thereunder. Neither the
Collateral Agent nor any Lender shall have any obligation or liability under any
contract or license by reason of or arising out of this Security Agreement or
the granting herein of a Lien thereon or the receipt by the Collateral Agent or
any Lender of any payment relating to any contract or license pursuant hereto.
Neither the Collateral Agent nor any Lender shall be required or obligated in
any manner to perform or fulfill any of the obligations of the Grantors under or
pursuant to any contract or license, or to make any payment, or to make any
inquiry as to the nature or the sufficiency of any payment received by it or the
sufficiency of any performance by any party under any contract or license, or to
present or file any claims, or to take any action to collect or enforce any
performance or the payment of any amounts which may have been assigned to it or
to which it may be entitled at any time or times.

(c)       The
Collateral Agent may at any time after an Event of Default shall have occurred
and be continuing, without prior notice to any Grantor, notify Account Debtors,
parties to the Contracts and obligors in respect of Instruments and Chattel
Paper, that the Accounts and the right, title and interest of the Grantors in
and under such Contracts, Instruments and Chattel Paper have been assigned to
the Collateral Agent, and that payments shall be made directly to the Collateral
Agent, for itself and the benefit of the Lenders. Upon the request of the
Collateral Agent, the Grantors shall so notify Account Debtors, parties to
Contracts and obligors in respect of Instruments and Chattel Paper.

(d)       The
Collateral Agent may at any time in the Collateral Agent’s own name or in the
name of any Grantor communicate with Account Debtors, parties to contracts,
obligors in respect of Instruments, and obligors in respect of Chattel Paper, to
verify with such Persons, to the Collateral Agent’s satisfaction, the
existence, amount and terms of any such Accounts, contracts, Instruments or
Chattel Paper. If an Event of Default shall have occurred and be continuing, the
Grantors, at their own expense, shall cause the independent certified public
accountants then engaged by the Grantors to prepare and deliver to the
Collateral Agent and each Lender at any time and from time to time promptly upon
the Collateral Agent’s request the following reports with respect to the
Grantor: (i) a reconciliation of all Accounts; (ii) an aging of

 

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all
Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as
the Collateral Agent may request. The Grantors, at their own expense, shall
deliver to the Collateral Agent the results of each physical verification, if
any, which the Grantors may in their discretion have made, or caused any other
Person to have made on its behalf, of all or any portion of its Inventory.


21.       
PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.

(a)       Each
Grantor represents and warrants to the Collateral Agent and the Lenders that (i)
such Grantor does not have any interest in, or title to, any Patent, Trademark
or Copyright except as set forth in Schedule III hereto, (ii) the
Security Agreement is effective to create a valid and continuing Lien on and,
upon filing of the Copyright Security Agreement with the United States Copyright
Office, perfected Liens in favor of the Collateral Agent on such Grantor’s
patents, trademarks and copyrights and such perfected Liens are enforceable as
such as against any and all creditors of and purchasers from such Grantor, and
(iii) upon filing of the Copyright Security Agreements with the United States
Copyright Office and filing of the Patent and Trademark Agreements with the
United States Patent and Trademark Office and the filing of appropriate
financing statements, all actions necessary or desirable to protect and perfect
the Agent’s Lien on such Grantor’s patents, trademarks or copyrights shall
have been duly taken.

(b)       The
Grantors shall notify the Collateral Agent immediately if it knows or has reason
to know that any application or registration relating to any patent, trademark
or copyright (now or hereafter existing) may become abandoned or dedicated, or
of any adverse determination or development (including the institution of, or
any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court)
regarding any Grantor’s ownership of any patent, trademark or copyright, its
right to register the same, or to keep and maintain the same.

(c)       In
no event shall any Grantor, either directly or through any agent, employee,
licensee or designee, file an application for the registration of any patent,
trademark or copyright with the United States Patent and Trademark Office, the
United States Copyright Office or any similar office or agency without giving
the Collateral Agent prompt written notice thereof, and, upon request of the
Collateral Agent, the Grantors shall execute and deliver any and all Patent
Security Agreements, Copyright Security Agreements or Trademark Security
Agreements as the Collateral Agent may request to evidence the Agent’s Lien on
such patent, trademark or copyright, and the General Intangibles of the Grantors
relating thereto or represented thereby.

(d)       The
Grantors shall take all actions necessary or requested by the Collateral Agent
to maintain and pursue each application, to obtain the relevant registration and
to maintain the registration of each of the patents, trademarks and copyrights
(now or hereafter existing), including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings, unless the Grantors shall determine
that such patent, trademark or copyright is not material to the conduct of their
business.

 

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(e)       In
the event that any of the patent, trademark or copyright Collateral is infringed
upon, or misappropriated or diluted by a third party, and such infringement,
misappropriation or dilution could reasonably be expected to have a Material
Adverse Effect, the Grantors shall notify the Collateral Agent promptly after
any Grantor learns thereof. The Grantors shall, in such case, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and shall take such other
actions as the Collateral Agent shall deem appropriate under the circumstances
to protect such patent, trademark or copyright Collateral.


22.       
INDEMNIFICATION.
In any suit, proceeding or action brought by the Collateral Agent or any Lender
relating to any Account, Chattel Paper, contract, Document, General Intangible
or Instrument for any sum owing thereunder or to enforce any provision of any
Account, Chattel Paper, contract, Document, General Intangible or Instrument,
the Grantors will save, indemnify and keep the Collateral Agent and the Lenders
harmless from and against all expense (including reasonable and actual attorneys’
fees and expenses), loss or damage suffered by reason of any defense, setoff,
counterclaim, recoupment or reduction of liability whatsoever of the obligor
thereunder, arising out of a breach by any Grantor of any obligation thereunder
or arising out of any other agreement, indebtedness or liability at any time
owing to, or in favor of, such obligor or its successors from any Grantor,
except in the case of the Collateral Agent or any Lender, to the extent such
expense, loss, or damage is attributable to the gross negligence or willful
misconduct of the Collateral Agent or such Lender as finally determined by a
court of competent jurisdiction. All such obligations of the Grantors shall be
and remain enforceable against and only against the Grantors and shall not be
enforceable against the Collateral Agent or any Lender.


23.
       LIMITATION
ON LIENS ON COLLATERAL. The
Grantors will not create, permit or suffer to exist, and will defend the
Collateral against, and take such other action as is necessary to remove, any
Lien on the Collateral except Permitted Liens, and will defend the right, title
and interest of the Collateral Agent and the Lenders in and to any of the
Grantors’ rights under the Collateral against the claims and demands of all
Persons whomsoever.


24.
       NOTICE
REGARDING COLLATERAL. The
Grantors will advise the Collateral Agent promptly, in reasonable detail, of any
Lien (other than Permitted Liens) or claim made or asserted against any of the
Collateral.


25.
       REMEDIES; RIGHTS UPON
DEFAULT.

(a)       In
addition to all other rights and remedies granted to it under this Security
Agreement, the Credit Agreement, the other Loan Documents and under any other
instrument or agreement securing, evidencing or relating to any of the
Obligations, if any Event of Default shall have occurred and be continuing, the
Collateral Agent may exercise all rights and remedies of a secured party under
the UCC and otherwise at law or in equity. Without limiting the generality of
the foregoing, the Grantors expressly agrees that in any such event the
Collateral Agent, without demand of performance or other demand, advertisement
or notice of any kind (except the notice specified below of time and place of
public or private sale) to or upon any Grantor or any other Person (all and each
of which demands, advertisements and notices are hereby expressly

 

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waived
to the maximum extent permitted by the UCC and other applicable law), may
forthwith enter upon the premises of each Grantor where any Collateral is
located through self-help, without judicial process, without first obtaining a
final judgment or giving any Grantor or any other Person notice and opportunity
for a hearing on the Collateral Agent’s claim or action and may collect,
receive, assemble, process, appropriate and realize upon the Collateral, or any
part thereof, and may forthwith sell, lease, assign, give an option or options
to purchase, or sell or otherwise dispose of and deliver said Collateral (or
contract to do so), or any part thereof, in one or more parcels at a public or
private sale or sales, at any exchange at such prices as it may deem acceptable,
for cash or on credit or for future delivery without assumption of any credit
risk. The Collateral Agent or any Lender shall have the right upon any such
public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of the Collateral Agent and the
Lenders, the whole or any part of said Collateral so sold, free of any right or
equity of redemption, which equity of redemption each Grantor hereby releases.
Such sales may be adjourned and continued from time to time with or without
notice. The Collateral Agent shall have the right to conduct such sales on any
Grantor’s premises or elsewhere and shall have the right to use any Grantor’s
premises without charge for such time or times as the Collateral Agent deems
necessary or advisable.

(b)       Each
Grantor further agrees, at the Collateral Agent’s request, to assemble the
Collateral and make it available to the Collateral Agent at places which the
Collateral Agent shall select, whether at such Grantor’s premises or
elsewhere. Until the Collateral Agent is able to effect a sale, lease, or other
disposition of Collateral, the Collateral Agent shall have the right to hold or
use Collateral, or any part thereof, to the extent that it deems appropriate for
the purpose of preserving Collateral or its value or for any other purpose
deemed appropriate by the Collateral Agent. The Collateral Agent shall have no
obligation to any Grantor to maintain or preserve the rights of any Grantor as
against third parties with respect to Collateral while Collateral is in the
possession of the Collateral Agent. The Collateral Agent may, if it so elects,
seek the appointment of a receiver or keeper to take possession of Collateral
and to enforce any of the Collateral Agent’s remedies (for the benefit of the
Collateral Agent and the Lenders), with respect to such appointment without
prior notice or hearing as to such appointment. The Collateral Agent shall apply
the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale to the Obligations as provided in the Credit Agreement, and
only after so paying over such net proceeds, and after the payment by the
Collateral Agent of any other amount required by any provision of law, need the
Collateral Agent account for the surplus, if any, to the Grantors. To the
maximum extent permitted by applicable law, each Grantor waives all claims,
damages, and demands against the Collateral Agent or any Lender arising out of
the repossession, retention or sale of the Collateral except such as arise
solely out of the gross negligence or willful misconduct of the Collateral Agent
or such Lender as finally determined by a court of competent jurisdiction. Each
Grantor agrees that ten (10) days prior notice by the Collateral Agent of the
time and place of any public sale or of the time after which a private sale may
take place is reasonable notification of such matters. The Grantors shall remain
liable for any deficiency if the proceeds of any sale or disposition of the
Collateral are insufficient to pay all Obligations, including any attorneys’
fees or other expenses incurred by the Collateral Agent or any Lender to collect
such deficiency.

 

-20-



 

 

(c)       Except
as otherwise specifically provided herein, each Grantor hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by
applicable law) of any kind in connection with this Security Agreement or any
Collateral.

(d)       EACH
GRANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS WHICH
IT HAS UNDER CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY
SIMILAR PROVISION OF APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING PRIOR TO
THE ISSUANCE OF A WRIT OF POSSESSION ENTITLING THE COLLATERAL AGENT OR ANY
LENDER, OR THE SUCCESSORS AND ASSIGNS OF THE Collateral AGENT OR SUCH LENDER, TO
POSSESSION OF THE COLLATERAL UPON AN EVENT OF DEFAULT. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY OTHER RIGHT WHICH THE
Collateral AGENT OR THE LENDERS MAY HAVE, EACH GRANTOR CONSENTS THAT IF THE
Collateral AGENT OR ANY LENDER FILES A PETITION FOR AN IMMEDIATE WRIT OF
POSSESSION IN COMPLIANCE WITH SECTIONS 44-14-261 AND 44-14-262 OF THE OFFICIAL
CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW, AND THIS
WAIVER OR A COPY HEREOF IS ALLEGED IN SUCH PETITION AND ATTACHED THERETO, THE
COURT BEFORE WHICH SUCH PETITION IS FILED MAY DISPENSE WITH ALL RIGHTS AND
PROCEDURES HEREIN WAIVED AND MAY ISSUE FORTHWITH AN IMMEDIATE WRIT OF POSSESSION
IN ACCORDANCE WITH CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR IN
ACCORDANCE WITH ANY SIMILAR PROVISION OF APPLICABLE LAW, WITHOUT THE NECESSITY
OF AN ACCOMPANYING BOND AS OTHERWISE REQUIRED BY SECTION 44-14-263 OF THE
OFFICIAL CODE OF GEORGIA OR BY ANY SIMILAR PROVISION UNDER APPLICABLE LAW.


26.
       GRANT
OF LICENSE TO USE PROPRIETARY RIGHTS.
For the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Security Agreement (including, without limiting the terms of Section
25 hereof, in order to take possession of, hold, preserve, process,
assemble, prepare for sale, market for sale, sell or otherwise dispose of
Collateral) at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent, for the benefit of the Collateral Agent and the Lenders, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to any Grantor) to use, license or sublicense any Proprietary
Rights now owned or hereafter acquired by such Grantor, and wherever the same
may be located, and including in such license 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.


27.
       LIMITATION
ON THE COLLATERAL AGENT’S AND THE LENDERS’ DUTY IN RESPECT OF COLLATERAL.
The Collateral Agent and each Lender shall use reasonable care with respect to
the Collateral in its possession or under its control. Neither the Collateral
Agent nor any Lender shall have any other duty as to any Collateral in its
possession or control or in the possession or control of any agent or nominee of
the Collateral Agent or such Lender, or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto.


 


-21-




 

 

28.       
MISCELLANEOUS.

(a)       
Reinstatement. This Security Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of any
Grantor’s assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Obligations, or any
part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or
must otherwise be restored or returned by any obligee of the Obligations,
whether as a "voidable preference," "fraudulent conveyance,"
or otherwise, all as though such payment or performance had not been made. In
the event that any payment, or any part thereof, is rescinded, reduced, restored
or returned, the Obligations shall be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

(b)
       Notices. Except as
otherwise provided herein, whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall or
may be given to or served upon any of the parties by any other party, or
whenever any of the parties desires to give and serve upon any other party any
communication with respect to this Security Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in
writing and shall be given in the manner, and deemed received, as provided for
in the Credit Agreement.

(c)       
Severability. Whenever possible, each provision of this Security
Agreement shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Security Agreement shall be
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. This Security Agreement is to be read, construed and applied together
with the Credit Agreement and the other Loan Documents which, taken together,
set forth the complete understanding and agreement of the Collateral Agent, the
Lenders and the Grantors with respect to the matters referred to herein and
therein.

(d)       
No Waiver; Cumulative Remedies. Neither the Collateral Agent nor
any Lender shall by any act, delay, omission or otherwise be deemed to have
waived any of its rights or remedies hereunder, and no waiver shall be valid
unless in writing, signed by the Collateral Agent and then only to the extent
therein set forth. A waiver by the Collateral Agent of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Collateral Agent would otherwise have had on any future
occasion. No failure to exercise nor any delay in exercising on the part of the
Collateral Agent or any Lender, any right, power or privilege hereunder, shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or future exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies hereunder provided are cumulative and may be exercised singly or
concurrently, and are not exclusive of any rights and remedies provided by law.
None of the terms or provisions of this Security

 

-22-



 

 

Agreement may be
waived, altered, modified or amended except by an instrument in writing, duly
executed by the Collateral Agent and the Grantors.

(e)       
Limitation by Law. All rights, remedies and powers provided in
this Security Agreement may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Security Agreement are intended to be subject to all applicable
mandatory provisions of law that may be controlling and to be limited to the
extent necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

(f)
       Termination of this Security
Agreement. Subject to Section 28(a) hereof, this Security
Agreement (other than Section 22) and the license granted pursuant to
Section 26 hereof shall terminate upon the satisfactory collateralization of all
Letters of Credit, the payment in full of all other Obligations (other than
indemnification Obligations as to which no claim has been asserted), and the
termination of all Commitments.

(g)       
Successors and Assigns. This Security Agreement and all
obligations of the Grantors hereunder shall be binding upon the successors and
assigns of the Grantors (including any debtor-in-possession on behalf of any
Grantor) and shall, together with the rights and remedies of the Collateral
Agent, for the benefit of the Collateral Agent, the Letter of Credit Issuer and
the Lenders, hereunder, inure to the benefit of the Collateral Agent and the
Lenders, all future holders of any instrument evidencing any of the Obligations
and their respective successors and assigns. No sales of participations, other
sales, assignments, transfers or other dispositions of any agreement governing
or instrument evidencing the Obligations or any portion thereof or interest
therein shall in any manner affect the Lien granted to the Collateral Agent, for
the benefit of the Collateral Agent, the Letter of Credit Issuer and the
Lenders, hereunder. No Grantor may assign, sell, hypothecate or otherwise
transfer any interest in or obligation under this Security Agreement.

(h)       
Counterparts. This Security Agreement may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one and the same agreement.

(i)       
Governing Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF
THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
THAT STATE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. EACH
GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE COURTS OF THE STATE OF GEORGIA
OR THE FEDERAL COURTS LOCATED IN FULTON COUNTY, GEORGIA, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY GRANTOR,
THE COLLATERAL AGENT AND THE LENDERS PERTAINING TO THIS SECURITY AGREEMENT OR
ANY OF THE

 

-23-



 

 

OTHER LOAN DOCUMENTS OR
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS, PROVIDED, THAT THE COLLATERAL AGENT, THE
LENDERS AND EACH GRANTOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY
HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTIONS, AND, PROVIDED,
FURTHER, NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN
ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR
THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
COLLATERAL AGENT. EACH GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH GRANTOR
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE BORROWERS’ AGENT AT THE ADDRESS
SET FORTH IN SECTION 13.8 OF THE CREDIT AGREEMENT AND THAT SERVICE SO
MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR
FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

(j)       
Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES
ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT,
OR OTHERWISE, AMONG THE COLLATERAL AGENT, THE LENDERS, THE LETTER OF CREDIT
ISSUER AND ANY GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

(k)
       Section Titles. The
Section titles contained in this Security Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement between the parties hereto.

 

-24-



 

 

(l)       
No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Security Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Security
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Security Agreement.

(m)       Advice
of Counsel. Each of the parties represents to each other party hereto
that it has discussed this Security Agreement and, specifically, the provisions
of Sections 25(d), 28(i) and Section 28(j), with its counsel.

(n)       Benefit
of the Lenders. All Liens granted or contemplated hereby shall be for
the benefit of the Collateral Agent, the Letter of Credit Issuer and the
Lenders, and all proceeds or payments realized from Collateral in accordance
herewith shall be applied to the Obligations in accordance with the terms of the
Credit Agreement.

(o)
       Existing Titled Collateral.
Each of the parties hereto acknowledges and agrees that (i) pursuant to the
Credit Agreement, Bank of America has authorized the Collateral Agent to take
all actions, and exercise all rights and remedies, otherwise available to the
Existing Titled Collateral Agent with respect to the Existing Titled Collateral
and the Existing Certificates of Title, as more fully set forth in the Credit
Agreement, and (ii) each reference herein to the "Collateral Agent" as
it relates to Collateral that consists of Existing Titled Collateral, and the
rights and remedies of the Collateral Agent with respect thereto, shall be
deemed to include both the Collateral Agent and the Existing Titled Collateral
Agent (it being understood that, in accordance with clause (i) above, the
Collateral Agent shall have the full right and power to exercise all such rights
and remedies on behalf of the Existing Titled Collateral Agent).

[SIGNATURES COMMENCE
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-25-



 

 

IN
WITNESS WHEREOF, each of the parties hereto has caused this Security Agreement
to be executed and delivered by its duly authorized officer as of the date first
set forth above.

	 	
      GRANTORS:

      ACKERMAN WRECKER
      SERVICE, INC.

      A-EXCELLENCE TOWING CO.

      ALL AMERICAN TOWING SERVICES, INC. 

      ALLIED GARDENS
      TOWING, INC.

      ALLIED TOWING AND
      RECOVERY, INC.

      ALTAMONTE TOWING,
      INC.

      ANDERSON TOWING
      SERVICE, INC.

      APACO, INC.

      ARROW WRECKER
      SERVICE, INC.

      A TO Z ENTERPRISES,
      INC.

      B&B ASSOCIATED
      INDUSTRIES, INC.

      B-G TOWING, INC.

      BEAR TRANSPORTATION,
      INC.

      BEATY TOWING &
      RECOVERY, INC.

      BERT'S TOWING
        RECOVERY

      
      
           CORPORATION

      BOB BOLIN SERVICES,
      INC.

      BOB'S AUTO SERVICE,
      INC.

      BOB VINCENT AND
        SONS WRECKER

      
           SERVICE, INC.

      BOULEVARD &
        TRUMBULL TOWING,
      
       INC.

      BREWER'S, INC.

      BRYRICH CORPORATION

      C&L TOWING
      SERVICES, INC.

      CAL WEST TOWING,
      INC.

      CARDINAL CENTRE
      ENTERPRISES, INC.

      CEDAR BLUFF 24 HOUR
      TOWING, INC.

      CENTRAL VALLEY
      TOWING, INC.

      CENTURY HOLDINGS,
      INC.

      CHAD'S, INC.

      CHAMPION CARRIER
      CORPORATION

      CHEVRON, INC.

      CHICAGO METRO
      SERVICES, INC.

      CLARENCE CORNISH
      AUTOMOTIVE

      
           SERVICE, INC.

      CLEVELAND VEHICLE
      DETENTION

      CENTER, INC.

      COFFEY’S
        TOWING, INC.
      
    



  



  

 	 	
      
      COLEMAN’S
        TOWING & RECOVERY, INC.

      COMPETITION WHEELIFT, INC.

      D.A. HANELINE,
      INC.

      DVREX,
                              INC.

      DICK'S TOWING
      & ROAD SERVICE, INC.

      DOLLAR
      ENTERPRISES, INC.

      DON'S TOWING,
      INC.

      DUGGER’S
      SERVICES, INC.

      DUN-RITE TOWING
      INC.

      DURU, INC.

      E.B.T., INC.

      EXPORT
      ENTERPRISES, INC.

      GARY’S TOWING
        & SALVAGE POOL, INC.

      GOLDEN WEST
        TOWING EQUIPMENT INC.

      GOOD MECHANIC
        AUTO CO. OF RICHFIELD, INC.

      GREAT AMERICA
      TOWING, INC.

      GREG'S TOWING,
      INC.

      H&H TOWING
      ENTERPRISES, INC.

      HALL'S TOWING
      SERVICE, INC.

      HENDRICKSON
      TOWING, INC.

      H.M.R.
      ENTERPRISES, INC.

      INTERSTATE TOWING
      & RECOVERY, INC.

      KAUFF'S, INC.

      KAUFF’S OF FT.
      PIERCE, INC.

      KAUFF’S OF
      MIAMI, INC.

      KAUFFS OF PALM
      BEACH, INC.

      KEN'S TOWING,
      INC.

      KING AUTOMOTIVE
      & INDUSTRIAL EQUIPMENT, INC.

      LAZER TOW
      SERVICES, INC.

      LEVESQUE'S AUTO
      SERVICE, INC.

      LWKR, INC.

      LINCOLN TOWING
      ENTERPRISES, INC.

      M&M TOWING
      AND RECOVERY, INC.

      MAEJO, INC.

      MEL'S ACQUISITION
      CORP.

      MERL'S TOWING
      SERVICE, INC.

      MID AMERICA
        WRECKER &

           EQUIPMENT SALES,
      INC. OF COLORADO

      MIKE'S WRECKER
      SERVICE, INC.

      
      


 



 

      	 	

        MILLER
        FINANCIAL SERVICES GROUP,  INC.

        MILLER/GREENEVILLE,
      INC.

        MILLER
        INDUSTRIES DISTRIBUTING, INC.

        MILLER INDUSTRIES,
      INC.

        MILLER
        INDUSTRIES INTERNATIONAL, INC.

        MILLER INDUSTRIES
      TOWING
      EQUIPMENT INC.

        MOORE'S SERVICE
      & TOWING, INC.

        MOORE'S TOWING
      SERVICE, INC.

        MOSTELLER’S
      GARAGE, INC.

        MURPHY'S
                              TOWING, INC.

        OFFICIAL TOWING,
      INC.

        O'HARE TRUCK
      SERVICE, INC.

        P.A.T., INC.

        PIPES
      ENTERPRISES, INC.

        PRO-TOW, INC.

        PULLEN'S TRUCK
      CENTER, INC.

        PURPOSE, INC.

        RAR ENTERPRISES,
      INC.

        RANDY'S
                              HIGH COUNTRY TOWING, INC.

        RAY HARRIS, INC.

        RMA ACQUISITION
      CORP.

        RRIC ACQUISITION
      CORP.

        RAY’S TOWING,
      INC.

        RECOVERY
      SERVICES, INC.

        RTIEX, INC.

        RBEX INC.

        ROAD ONE, INC.

        ROADONE EMPLOYEE
      SERVICES, INC.

        ROAD ONE
      INSURANCE SERVICES, INC.

        ROAD ONE SERVICE,
      INC.

        ROADONE SPECIALIZED

      TRANSPORTATION, INC.

        ROADONE
      TRANSPORTATION AND

      LOGISTICS, INC.

        R.M.W.S., INC.

        SANDY'S AUTO
      & TRUCK SERVICE, INC.

        SAKSTRUP TOWING,
      INC.

        SONOMA CIRCUITS,
      INC.

        SOUTHERN WRECKER
      CENTER, INC.

        SOUTHERN WRECKER
      SALES, INC.

        SOUTHWEST
      TRANSPORT, INC.

        SPEED'S
      AUTOMOTIVE, INC.


      

      


       

  

       

      	 	

      SPEED'S RENTALS,
      INC.

      SROGA'S
      AUTOMOTIVE SERVICES, INC.

      SUBURBAN WRECKER
      SERVICE, INC.

      TEAM TOWING AND
      RECOVERY, INC.

      TED'S OF FAYVILLE,
      INC.

      TEXAS TOWING
      CORPORATION

      THOMPSON'S
      WRECKER SERVICE, INC.

      TOW PRO CUSTOM
        TOWING & HAULING, INC.

      TREASURE COAST
      TOWING, INC.

      TREASURE COAST
      TOWING OF MARTIN 

           COUNTY, INC.

      TRUCK
                              SALES & SALVAGE CO., INC.

      WALKER TOWING,
      INC.

      WES'S SERVICE
      INCORPORATED

      WESTERN TOWING; MCCLURE/EARLEY

      
      
           ENTERPRISES, INC.

      WHITEY’S
      TOWING, INC.

      WILTSE TOWING,
      INC.

      ZEBRA TOWING,
      INC.

      ZEHNER TOWING
      & RECOVERY, INC.

       

      
      By:     /s/ Frank Madonia                                             

      
      
                Frank Madonia


                Attorney-in-fact
          of each of the above-


                referenced
          Grantors

      
    
	 	 


 

 

 

 

  

 

	 	
       

      
      COLLATERAL AGENT:

      The CIT
      GROUP/COMMERCIAL SERVICES, INC.

      
       

      By:    /s/
      Arthur R. Cordwell                                               

      Name:    Arthur R. Cordwell                                                

      Title:      V.P.                                                                         

       

      
      EXISTING TITLED
      COLLATERAL AGENT:

      BANK OF AMERICA, N.A.

      
      By:   /s/
      Kevin M. Moore                                                     

      Name:    Kevin M.
      Moore                                                    

      Title:      Senior
      V.P.                                                               

    



 

 

 



 


SCHEDULE I



to

SECURITY AGREEMENT

 

 


LOCATION OF COLLATERAL


 

 

A.
       Location of Chief
Executive Office

B.
       Location of Books and
Records

C.
       Location of Collateral

D.        Location of all other
places of business

E.
       Location of leased
facilities and name of lessor/sublessor

 

 




 


SCHEDULE II



to

SECURITY AGREEMENT

 


JURISDICTION OF
ORGANIZATION

(AND ORGANIZATION
NUMBER)


 


 

 

 

 

 

 



 

 

 


SCHEDULE III



to

SECURITY AGREEMENT

 

 


PATENTS, TRADEMARKS AND
COPYRIGHTS