Exhibit 4.33A


 


EXECUTION
VERSION


 


SECURITY
AGREEMENT


 


THIS
SECURITY AGREEMENT dated as of July 31, 2009 (this “Security Agreement”),
among CLEAN HARBORS, INC., a Massachusetts corporation (the “Company”), each of the subsidiaries of the
Company listed on Annex A hereto or that becomes a party hereto pursuant to Section 9.13
hereof (each such subsidiary being a “Subsidiary Grantor” and, collectively,
the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are
referred to collectively as the “Grantors”),
and BANK OF AMERICA, N.A., as administrative Agent (the “Administrative Agent”), pursuant
to that certain Second Amended and Restated Credit Agreement, dated as of July 31,
2009 (as amended, restated, supplemented or modified from time to time, the “Credit
Agreement”) among the Company, the lenders from time to time party thereto
(the “Lenders”), and the Administrative Agent on behalf of the Secured
Parties and as Swing Line Lender and L/C Issuer (each as defined in the Credit
Agreement).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS, pursuant
to the Credit Agreement, the Lenders have agreed to make Loans, and the L/C
Issuer has agreed to issue or extend Letters of Credit for the benefit of the
Grantors under the Credit Agreement upon the terms and subject to the conditions
set forth therein;


 


WHEREAS, pursuant
to the Guaranty, each Guarantor party thereto has unconditionally and
irrevocably guaranteed, as primary obligor and not merely as surety, to the
Administrative Agent, for the benefit of the Secured Parties the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations;


 


WHEREAS, the
Administrative Agent has been appointed to serve as collateral agent under the
Credit Agreement and, in such capacity, to enter into this Security Agreement;


 


WHEREAS, each
Grantor will receive substantial benefits from the execution, delivery and
performance of the obligations under the Credit Agreement, the Notes and any
other Loan Document and each is, therefore, willing to enter into this Security
Agreement;


 


WHEREAS, this
Security Agreement is made by the Grantors in favor of the Administrative Agent
for the benefit of the Secured Parties to secure the payment and performance in
full when due of the Obligations;


 


WHEREAS, each
Subsidiary Grantor is a Domestic Subsidiary of the Company; and


 


NOW, THEREFORE, in
consideration of the premises and to induce the Administrative Agent to enter
into the Credit Agreement, to induce the Lenders to make Loans or otherwise
extend credit to the Company, and to induce the L/C Issuer to issue Letters of
Credit for the benefit of the Grantors, the Grantors hereby agree with the
Administrative Agent, for the benefit of the Secured Parties, as follows:


 

















 


1.             Defined Terms.


 


(a)           Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement and all terms defined in the Uniform
Commercial Code from time to time in effect in the State of New York (the “NY
UCC”) and not defined herein shall have the meanings specified therein.


 


(b)           The following terms shall have the
following meanings:


 


“Accounts”
shall mean all “accounts” as such term is defined in Article 9 of the NY
UCC.


 


“Accounts Collateral”
means:


 


(i)            all Accounts;


 


(ii)           all General Intangibles that arise
from, relate to, or constitute proceeds of, Accounts;


 


(iii)          all Chattel Paper (including all
tangible and Electronic Chattel Paper) that arise from, relate to, or
constitute proceeds of Accounts;


 


(iv)          all Instruments (including all
promissory notes) that arise from, relate to, or constitute proceeds of
Accounts;


 


(v)           all Documents that arise from, relate
to, or constitute proceeds of Accounts;


 


(vi)          all Deposit Accounts and Securities Accounts
subject to a Control Agreement;


 


(vii)         all Letters of Credit, banker’s
acceptances and similar instruments and including all Letter of Credit Rights
that arise from, relate to, or constitute proceeds of Accounts;


 


(viii)        all Supporting Obligations to and in
respect of Accounts, including (i) rights and remedies under or relating
to guaranties, contracts of suretyship, letters of credit and credit and other
insurance related to Accounts, (ii) rights of stoppage in transit,
replevin, repossession, reclamation and other rights and remedies of an unpaid
vendor, lien or secured party, (iii) goods described in invoices,
documents, contracts or instruments with respect to, or otherwise representing
or evidencing, Accounts, including returned, repossessed and reclaimed goods,
and (iv) deposits by and property of account debtors or other persons
securing the obligations of account debtors;


 


(ix)           all Investment Property (including
securities, whether certificated or uncertified, Securities Accounts, Security
Entitlements, Commodity Contracts or Commodity Accounts) and all monies, credit
balances, deposits and other property of any Grantor now or hereafter


 


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held or received in
transit to any Secured Party or their Affiliates or at any other depository or
other institution from or for the account of any Grantor, whether for
safekeeping, pledge, custody, transmission, collection or otherwise, in each
case, that arise from, relate to, or constitute proceeds of accounts;


 


(x)            all Commercial Tort Claims relating
to Accounts; and


 


(xii)          all products and Proceeds of the
foregoing, in any form, including insurance proceeds and all claims against
third parties for loss or damage to or destruction of or other involuntary conversion
of nay kind or nature of any or all of the Accounts Collateral.


 


“Administrative
Agent” shall have the meaning assigned to such term in the recitals hereto.


 


“Chattel Paper”
shall mean all “chattel paper” as such term is defined in Article 9 of the
NY UCC.


 


“Collateral” shall have the meaning assigned to
such term in Section 2.


 


“Collateral
Account” shall mean any collateral account established by the Administrative
Agent as provided in subsection 5.1.


 


“Collateral
Access Agreement” means any landlord waiver or other agreement, in form and
substance reasonably satisfactory to the Administrative Agent, between the
Administrative Agent and any third party (including any bailee, consignee,
customs broker, or other similar Person) in possession of any Collateral or any
landlord of any Loan Party for any real property where any Collateral is
located, which agreement or letter shall provide access rights, contain a
waiver or subordination of all Liens or claims that the landlord, bailee or
consignee may assert against the Collateral at that location, as such landlord
waiver or other agreement may be amended, restated, or otherwise modified from
time to time.


 


“Collateral
Deposit Account” shall have the meaning assigned to such term in Section 5.3.


 


“Control
Agreement” means with respect any Deposit Account or Securities Account
maintained by any Grantor, an agreement, establishing the Administrative Agent’s
Control with respect to such Deposit Account or Securities Account, among such
Grantor, an institution maintaining such Grantor’s account, and the
Administrative Agent.


 


“Copyright
License” means any written agreement, now or hereafter in effect, granting
any right to any third party under any copyright now owned or hereafter
acquired by any Grantor (including all Copyrights) or that any Grantor
otherwise has the right to license, or granting any right to any Grantor under
any copyright now owned or hereafter acquired by any third party, and all
rights of any Grantor under any such agreement, including those exclusive
agreements listed on Schedule 1.


 


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“copyrights” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person: (i) all
copyright rights in any work subject to the copyright laws of the United States
or any other country or jurisdiction, whether as author, assignee, transferee
or otherwise, whether registered or unregistered, whether statutory or common
law and whether published or unpublished and (ii) all registrations and
applications for registration of any such copyright in the United States or any
other country, including registrations and pending applications for
registration in the United States Copyright Office.


 


“Copyrights” means all copyrights now owned or
hereafter acquired by any Grantor, including those listed on Schedule 2.


 


“Deposit
Accounts” shall mean all “deposit accounts,” as such term is defined in Article 9
of the NY UCC.


 


“Discharge of
Obligations” shall mean the indefeasible payment and performance in full in
cash of the Obligations, the termination of all lending and other credit
commitments of the Lenders, the Administrative Agent and the Secured Parties in
respect thereof (including all outstanding Letters of Credit) and the termination
of the Credit Agreement and the other Loan Documents.


 


“Documents” shall mean all “documents,” as such
term is defined in Article 9 of the NY UCC.


 


“Equipment” shall mean all “equipment,” as such
term is defined in Article 9 of the NY UCC.


 


“Event of Default”
shall mean an “Event of Default” under and as defined in the Credit Agreement.


 


“Excluded Accounts” shall mean (a) any
Deposit Account or Securities Account established solely to hold the
identifiable proceeds of any sale of Non-Accounts Collateral, (b) Deposit
Accounts exclusively used for funding zero balance disbursement Deposit
Accounts in respect of payroll, payroll taxes and other employee wage and
benefit payments and (c) other Deposit Accounts the average daily balance of which do not contain
more than $1.0 million in the aggregate for all such Deposit Accounts at any
time.


 


“Excluded Property” shall mean:


 


(a)         any
permit or license issued by a governmental authority to any Grantor or any
agreement to which any Grantor is a party, in each case, only to the extent and
for so long as the terms of such permit, license or agreement or any
requirement of law applicable thereto, validly prohibit the creation by such
Grantor of a security interest in such permit, license or agreement in favor of
the Administrative Agent (after giving effect to Sections 9-406(d),
9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision 


 


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or provisions) or any other applicable law (including
the Bankruptcy Code) or principles of equity);


 


(b)         assets
owned by any Grantor on the date hereof or hereafter acquired and any proceeds
thereof that are subject to a Lien securing Indebtedness in respect of Capital
Leases permitted to be incurred pursuant to Sections 7.02(f) of the Credit
Agreement to the extent and for so long as the contract or other agreement in
which such Lien is granted (or the documentation providing for such Capital
Lease Obligation) validly prohibits the creation of any other Lien on such
assets and proceeds;


 


(c)         any
property of a person existing at the time such person is acquired or merged
with or into or consolidated with any Grantor that is subject to a Lien
permitted by Section 7.01(q) of the Credit Agreement to the extent
and for so long as the contract or other agreement in which such Lien is
granted validly prohibits the creation of any other Lien on such property;


 


(d)         any
intent-to-use trademark application to the extent and for so long as creation
by a Grantor of a security interest therein would result in the loss by such
Grantor of any material rights therein;


 


(e)         assets
of the Grantors held outside of the United States;


 


(f)          assets
of the Company’s foreign Subsidiaries;


 


(f)          any
capital stock, notes, instruments, other equity interests and other securities
of any Subsidiary or Affiliate of the Company (other than any Securities Account);
and


 


(g)         any
property or asset only to the extent and for so long as the grant of a security
interest in such property or asset is prohibited by any applicable law or
requires a consent not obtained of any governmental authority pursuant to
applicable law, statute or regulation;


 


provided, however, that (A) Excluded Property
shall not include any Proceeds, substitutions or replacements of any Excluded Property
referred to in clause (a), (b), (c), (d), (e), (f) or (g)  (unless
such Proceeds, substitutions or replacements would constitute Excluded Property
referred to in clause (a), (b), (c), (d), (e), (f) or (g)) and (B) any
property or asset that constitutes Excluded Property by reason of any violation
or restriction shall cease to be Excluded Property upon the ineffectiveness,
lapse or termination of such prohibition or restriction.


 


“Final Date” shall
mean the date upon which there has been a Discharge of Obligations.


 


“General
Intangibles” shall mean all “general intangibles” as such term is defined
in Article 9 of the NY UCC.


 


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“Guarantors” shall mean each Grantor other than
the Company.


 


“Grantor” shall have the meaning assigned to
such term in the recitals hereto.


 


“Instruments” shall mean all “instruments,” as
such term is defined in Article 9 of the NY UCC.


 


“Intellectual
Property” shall mean all rights, priorities and privileges relating to
intellectual property, whether arising under United States, multinational or
foreign laws or otherwise now owned or hereafter acquired, including (a) all
proprietary information used or useful arising from the business including all
goodwill, trade secrets, trade secret rights, know-how, customer lists,
processes of production, confidential business information, techniques, processes,
formulas and all other proprietary information, and (b) the Copyrights,
the Patents, the Trademarks and the Licenses and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.


 


“Investment
Property” shall mean all Securities (whether certificated or uncertificated),
Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts
of any Grantor, whether now or hereafter acquired by any Grantor, in each case
with respect to Securities (other than Securities in a wholly-owned Subsidiary
of the Company) to the extent the grant by a Grantor of a Security Interest
therein pursuant to this Security Agreement in its right, title and interest in
any such Securities is not prohibited by any shareholder, joint venture or
similar agreement governing such Securities without the consent of any other
party thereto (other than a Grantor), would not give any other party (other
than a Grantor) to any such shareholder, joint venture or similar agreement
governing such Securities the right to terminate its obligations thereunder or
is permitted with consent (other than any consent of a Grantor) if all
necessary consents to such grant of a Security Interest have been obtained from
the other parties thereto (other than to the extent that any such prohibition
would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409
of the Uniform Commercial Code (or any successor provision or provisions) of
any relevant jurisdiction or any other applicable law) (it being understood
that the foregoing shall not be deemed to obligate such Grantor to obtain such
consents).


 


“Letter of
Credit Rights” shall mean all “letter of credit rights” as such term is defined
in Article 9 of the NY UCC.


 


“License” shall mean any Patent License,
Trademark License, Copyright License or other license or sublicense to which
any Grantor is a party.


 


“Motor Vehicle
Laws” shall mean all U.S. Federal, state, provincial and local laws,
regulations, rules and judicial or agency determinations and orders
applicable to the ownership and/or operation of vehicles (including, without
limitation, the Rolling Stock), or the business of the transportation of goods
by motor vehicle, including, without limitation, laws, regulations, rules and
judicial or agency determinations and orders promulgated or administered by the
Federal Highway Administration, the Federal Motor Carrier Safety
Administration, the National Highway Traffic Safety Administration, the Surface
Transportation Board and other state, provincial 


 


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and
local Governmental Authorities with respect to vehicle safety and registration
and motor carrier insurance, financial assurance, credit extension, contract
carriage, tariff and reporting requirements.


 


“Non-Accounts
Collateral” has the meaning given such term in the Credit Agreement.


 


“NY UCC”
has the meaning assigned to such term in Section 1(a).


 


“Obligations” has the meaning given such term
in the Credit Agreement.


 


“Patent License”
means any written agreement, now or hereafter in effect, granting to any third
party any right to make, use or sell any invention on which a patent, now owned
or hereafter acquired by any Grantor (including all Patents) or that any
Grantor otherwise has the right to license, is in existence, or granting to any
Grantor any right to make, use or sell any invention on which a patent, now
owned or hereafter acquired by any third party, is in existence, and all rights
of any Grantor under any such agreement, including those exclusive agreements
listed on Schedule 3.


 


“patents” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person:  (a) all letters patent of the United
States or the equivalent thereof in any other country or jurisdiction, all
registrations and recordings thereof, and all applications for letters patent
of the United States or the equivalent thereof in any other country or
jurisdiction, including registrations and pending applications in the United
States Patent and Trademark Office or any similar offices in any other country
or jurisdiction, and (b) all rights and privileges arising under
applicable law with respect to such Person’s use of any patents, all reissues,
continuations, divisions, continuations-in-part, renewals or extensions
thereof, and the inventions disclosed or claimed therein, including the right
to make, use and/or sell the inventions disclosed or claimed therein.


 


“Patents” means all patents now owned or
hereafter acquired by any Grantor, including those listed on Schedule 4.


 


“Proceeds” shall mean all “proceeds” as such
term is defined in Article 9 of the NY UCC.


 


“Required Lenders” has the meaning given such term in the Credit
Agreement.


 


“Rolling Stock”  shall mean all trucks, trailers, tractors, service
vehicles, automobiles, other registered mobile equipment and any other
Equipment covered by a certificate of title or ownership.


 


“Secured
Parties” has the meaning given such term in the Credit Agreement and shall
include any successors, indorsees, transferees and assigns of each such party.


 


“Securities
Accounts” shall mean all “securities accounts,” as such term is defined 


 


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in Article 9
of the NY UCC.


 


“Security
Agreement” shall mean this Security Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.


 


“Security
Interest” shall have the meaning assigned to such term in Section 2.


 


“Trademark
License” means any written agreement, now or hereafter in effect, granting
to any third party any right to use any trademark now owned or hereafter
acquired by any Grantor (including any Trademark) or that any Grantor otherwise
has the right to license, or granting to any Grantor any right to use any
trademark now owned or hereafter acquired by any third party, and all rights of
any Grantor under any such agreement, including those exclusive agreements
listed on Schedule 5.


 


“trademarks” means, with respect to any Person,
all of the following now owned or hereafter acquired by such Person:  (i) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business
names, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now owned or hereafter acquired, all
registrations and recordings thereof (if any), and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office
or any similar offices in any State of the United States or any other country
or any political subdivision thereof, and all extensions or renewals thereof, (ii) all
goodwill associated therewith or symbolized thereby and (iii) all other
assets, rights and interests that uniquely reflect or embody such goodwill.


 


“Trademarks” means all trademarks now owned or
hereafter acquired by any Grantor, including those listed on Schedule 6 hereto.


 


(c)           The words “hereof,” “herein,” “hereto”
and “hereunder” and words of similar import when used in this Security
Agreement shall refer to this Security Agreement as a whole and not to any
particular provision of this Security Agreement, and Section, subsection and
Schedule references are to this Security Agreement unless otherwise specified.
The words “include,” “includes” and “including” shall be deemed to be followed
by the phrase “without limitation.”


 


(d)           The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


 


(e)           Where the context requires, terms
relating to the Collateral or any part thereof, when used in relation to a
Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof


 


2.             Grant of Security Interest.


 


(a)           Each Grantor hereby bargains, sells,
conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to
the Administrative Agent, for the benefit of the Secured


 


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Parties, and hereby
grants to the Administrative Agent, for the benefit of the Secured Parties, a
security interest (the “Security Interest”) in all of the following
property now owned or hereafter acquired by such Grantor or in which such
Grantor now has or at any time in future may acquire any right, title or
interest (collectively, the “Collateral”),
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations:


 


(i)            all Accounts Collateral;


 


(ii)           all cash and/or money;


 


(iii)          all Chattel Paper;


 


(iv)          all Deposit Accounts;


 


(v)           all Documents;


 


(vi)          all General Intangibles;


 


(vii)         all Instruments;


 


(viii)        all Intellectual Property;


 


(ix)           all Goods, including Equipment and
Inventory;


 


(x)            all Investment Property;


 


(xi)           all Commercial Tort Claims described
on Appendix F to the Perfection Certificate;


 


(xii)          all Supporting Obligations;


 


(xiii)         all Letter of Credit Rights;


 


(xiv)        books and records pertaining to the
Collateral;


 


(xv)         any other contract rights or rights to
payment of money, insurance claims and proceeds; and


 


(xvi)        to
the extent not otherwise included, all Proceeds and products of any and all of
the foregoing.


 


Notwithstanding
anything to the contrary contained in clauses (i) through (xvi) above, the
security interest created by this Security Agreement shall not extend to, and
the term “Collateral” shall not include, any Excluded Property.


 


(b)           Each Grantor hereby irrevocably
authorizes the Administrative Agent at


 


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any time and from time to
time to file in any relevant jurisdiction any initial financing statements with
respect to the Collateral or any part thereof and amendments or continuations
thereto that contain the information required by Article 9 of the Uniform
Commercial Code of each applicable jurisdiction for the filing of any financing
statement or amendment, including whether such Grantor is an organization, the
type of organization and any organizational identification number issued to
such Grantor.  Such financing statements
may describe the Collateral in the same manner as described herein or may
contain an indication or description of collateral that describes such property
in any other manner such as “all assets” or “all personal property, whether now
owned or hereafter acquired.”  Each
Grantor agrees to provide such information to the Administrative Agent promptly
upon request.


 


Each Grantor also
ratifies its authorization for the Administrative Agent to file in any relevant
jurisdiction any initial financing statements or amendments thereto if filed
prior to the date hereof.


 


The Administrative
Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any
similar office in any other country) such documents executed by any Grantor as
may be necessary or advisable for the purpose of perfecting, confirming,
continuing, enforcing or protecting the Security Interest granted by each
Grantor over each Grantor’s registrations and applications for Copyrights,
Patents and Trademarks, and naming any Grantor or the Grantors as debtors and
the Administrative Agent as secured party.


 


The Security
Interests are granted as security only and shall not subject the Administrative
Agent or any other Secured Party to, or in any way alter or modify, any
obligation or liability of any Grantor with respect to or arising out of the
Collateral.


 


3.             Representations And Warranties.


 


Each Grantor
hereby represents and warrants to the Administrative Agent and each Secured
Party that:


 


3.1.               Title;
No Other Liens.  Except for the
Security Interest granted to the Administrative Agent for the benefit of the
Secured Parties pursuant to this Security Agreement and other Liens permitted
by the Credit Agreement, such Grantor owns each item of the Collateral free and
clear of any and all Liens or claims of others. 
No security agreement, financing statement or other public notice with
respect to all or any part of the Collateral that evidences a Lien securing any
material Indebtedness is on file or of record in any public office, except such
as have been filed in favor of the Administrative Agent, for the benefit of the
Secured Parties, pursuant to this Security Agreement or are permitted by the
Credit Agreement.


 


3.2.               Perfected First Priority Liens.


 


(a)           Subject to the limitations set forth
in clause (b) of this subsection 3.2, the Security Interests granted
pursuant to this Security Agreement (i) will constitute valid perfected 


 


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Security Interests in the
Collateral in favor of the Administrative Agent, for the benefit of the Secured
Parties, as collateral security for the Obligations, upon (A) the filing
of all financing statements naming each Grantor as “debtor” and the
Administrative Agent as “secured party” and describing the Collateral in the
applicable filing offices, (B) delivery of all Instruments, Chattel Paper
and certificated Securities, together with instruments of transfer or
assignment duly executed in blank as the Administrative Agent may from time to
time specify, (C) in the case of Rolling Stock the ownership of which,
under applicable law (including, without limitation, any Motor Vehicle Law), is
evidenced by a certificate of title or ownership, the notation of the Security
Interest created hereunder noted thereon and (D) completion of the filing,
registration and recording of a fully executed agreement substantially in the
form of Annex 3 hereto and containing a description of all Collateral
constituting registrations and applications for Intellectual Property in the
United States Patent and Trademark Office within the three-month period
(commencing as of the date hereof) or, in the case of Collateral constituting
registrations and applications for Intellectual Property acquired after the
date hereof, thereafter pursuant to 35 USC §261 and 15 USC §1060 and the
regulations thereunder with respect to United States Patents and United States
registered and applied for Trademarks; and in the United States Copyright
Office within the one-month period (commencing as of the date hereof) or, in
the case of Collateral constituting registrations and applications for
Intellectual Property acquired after the date hereof, thereafter with respect
to United States registered Copyrights pursuant to 17 USC §205 and the
regulations thereunder and otherwise as may be required pursuant to the laws of
any other necessary jurisdiction to the extent that a security interest may be
perfected by such filings, registrations and recordings, and (ii) are
prior to all other Liens on the Collateral other than (A) Liens in favor
of the secured parties under the Senior High Yield Indenture to the extent set
forth in the Intercreditor Agreement, and (B) other Liens permitted to
have priority under the Credit Agreement.


 


(b)           Notwithstanding anything to the
contrary herein, no Grantor shall be required to perfect the Security Interests
granted by this Security Agreement (including Security Interests in cash, cash
accounts and Investment Property) by any means other than by (i) filings
pursuant to the Uniform Commercial Codes of the relevant State(s), (ii) filings
with the registrars of motor vehicles or other appropriate authorities in the
relevant jurisdictions, (iii) filings approved by United States government
offices with respect to registrations and applications of Intellectual
Property, (iv) in the case of Collateral that constitutes Tangible Chattel
Paper, Instruments, Certificated Securities or Negotiable Documents, possession
by the Administrative Agent in the United States, and (v) the obtaining of
Control Agreements over Deposit Accounts and Securities Accounts (including,
without limitation, those listed on Schedule 8) other than Excluded Accounts; provided,
however, that each Grantor shall be required to do the following in
order to perfect the Security Interests granted under this Security Agreement: (i) comply
with any provision of any statute, regulation or treaty of the United States as
to any Collateral if compliance with such provision is a condition to attachment,
perfection or priority of, or ability of the Administrative Agent to enforce,
the Administrative Agent’s security interest in such Collateral; (ii) obtain
governmental and other third party waivers, consents and approvals in form and
substance satisfactory to the Administrative Agent, including any consent of
any licensor, lessor or other person obligated on the Collateral, (iii) obtain
waivers from mortgagees and landlords in 


 


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form and substance satisfactory
to the Administrative Agent, and (iv) take all actions under any earlier
versions of the NY UCC or under any other law, as reasonably determined by the
Administrative Agent to be applicable. 
No Grantor shall be required to complete any filings or other action
with respect to the perfection of Security Interests in any jurisdiction outside
the United States.


 


(c)           It is understood and agreed that the
Security Interests in cash, Deposit Accounts and Investment Property created
hereunder shall not prevent the Grantors from using such assets in the ordinary
course of their respective businesses.


 


3.3.               Collateral
Locations.  On the Closing Date, all
of such Grantor’s locations where Inventory is located (except for Equipment or
Inventory in transit, that has been sold (including sales on consignment or
approval in the ordinary course of business), that is out for repair or
maintenance or any Collateral with a value less than $1,000,000 in the aggregate)
are listed on Schedule 7.  All such
locations are owned by such Grantor except for locations (i) which are
leased by the Grantor as lessee and designated in part (b) of Schedule 7
and (ii) at which Inventory is held in a public warehouse or is otherwise
held by a bailee or on consignment as designated in part (c) of Schedule
7.


 


3.4.               Accounts
and Chattel Paper.  The names of the
obligors, amounts owing, due dates and other information with respect to its
Accounts and Chattel Paper are and will be correctly stated at the time
furnished in all records of such Grantor relating thereto and in all invoices
and other reports with respect thereto furnished to the Administrative Agent by
such Grantor from time to time.


 


3.5.               Inventory.  With respect to any Inventory that is
Collateral, (a) such Inventory is not subject to any licensing, patent,
royalty, trademark, trade name or copyright agreements with any third parties
which would require any consent of any third party upon sale or disposition of
that Inventory or the payment of any monies to any third party upon such sale
or other disposition other than the payment of royalties incurred pursuant to
the sale of such Inventory in the ordinary course of business, (b) such
Inventory has been produced in accordance with the Federal Fair Labor Standards
Act of 1938, as amended, and all rules, regulations and orders thereunder, to
the extent required thereby and (c) the completion of manufacture, sale or
other disposition of such Inventory by the Administrative Agent after the
occurrence and during the continuation of an Event of Default shall not require
the consent of any Person (other than any landlord with respect to any leased
real property of such Grantor in respect of which no Collateral Access
Agreement has been obtained or as required by applicable Law) and shall not
constitute a breach or default under any contract or agreement to which such
Grantor is a party or to which such property is subject.


 


3.6.               Perfection
Certificate.  All information set
forth on the Perfection Certificate relating to the Collateral is accurate and
complete, and there has been no change in any of such information since the
date on which the Perfection Certificate was signed by such Grantor.


 


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4.             Covenants.


 


Each Grantor
hereby covenants and agrees with the Administrative Agent and the Secured
Parties that, from and after the date of this Security Agreement until the
Final Date:


 


4.1.               Maintenance of Perfected
Security Interest; Further Documentation.


 


(a)           Such Grantor shall maintain the
Security Interest created by this Security Agreement as a perfected Security
Interest having at least the priority described in subsection 3.2 and shall
defend such Security Interest against the claims and demands of all Persons
whomsoever, in each case subject to subsection 3.2(b).


 


(b)           Such Grantor will furnish to the
Administrative Agent and the Secured Parties from time to time statements and
schedules further identifying and describing the assets and property of such
Grantor and such other reports in connection therewith as the Administrative
Agent may reasonably request.  In
addition, within 30 days after the end of each calendar quarter, such Grantor
will deliver to the Administrative Agent a written supplement hereto substantially
in the form of Annex 2 hereto with respect to any additional registrations and
applications for Copyrights, Patents, Trademarks and any material exclusive
Licenses acquired by such Grantor after the date hereof, all in reasonable detail.


 


(c)           Subject to clause (d) below and
subsection 3.2(b), each Grantor agrees that at any time and from time to time,
at the reasonable request of the Administrative Agent, at the expense of such
Grantor, it will execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents), which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably
request, in order (x) to grant, preserve, protect and perfect the validity
and priority of the Security Interests created or intended to be created hereby
or (y) to enable the Administrative Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral, including the
filing of any financing or continuation statements under the Uniform Commercial
Code in effect in any jurisdiction with respect to the Security Interests
created hereby, all at the expense of such Grantor.


 


(d)           Notwithstanding anything in this
subsection 4.1 to the contrary, (i) with respect to any assets acquired by
such Grantor after the date hereof that are required by the Credit Agreement to
be subject to the Lien created hereby or (ii) with respect to any Person
that, subsequent to the date hereof, becomes a Subsidiary of the Company that
is required by the Credit Agreement to become a party hereto, the relevant
Grantor after the acquisition or creation thereof shall promptly take all
actions required by the Credit Agreement or this subsection 4.1.


 


4.2.               Changes
in Locations, Name, etc.  Each
Grantor will furnish to the Administrative Agent promptly (and in any event
within 30 days of such change) a written notice of any change (i) in its
legal name, (ii) in its jurisdiction of incorporation or organization, (iii) in



 


13

















 


the location of
its chief executive office, its principal place of business, any office in
which it maintains books or records relating to Collateral owned by it
(including the establishment of any such new office), (iv) in its identity
or type of organization or corporate structure or (v) in its Federal
Taxpayer Identification Number or organizational identification number.  Each Grantor agrees promptly to provide the
Administrative Agent with certified organizational documents reflecting any of
the changes described in the first sentence of this paragraph.  Each Grantor agrees to promptly take all
actions reasonably necessary or advisable to maintain a valid, legal and
perfected security interest in all the Collateral having at least the priority
described in subsection 3.2.


 


4.3.               Notices. 
Each Grantor will advise the Administrative Agent and the Secured
Parties promptly, in reasonable detail, of any Lien of which it has knowledge
(other than the Security Interests created hereby or Liens permitted under the
Credit Agreement) on any of the Collateral which would adversely affect, in any
material respect, the ability of the Administrative Agent to exercise any of
its remedies hereunder.


 


4.4.               Filings
with the United States Patent and Trademark Office and the United States
Copyright Office.  On or about the
incurrence of the Senior High Yield Debt or Other Secured Debt or upon the
request of the Administrative Agent after August 21, 2009, within ten (10) days
of such request and (b) , each Grantor agrees to file all appropriate and
necessary documents with the United States Patent and Trademark Office and the
United States Copyright Office required to record the Security Interest
created hereunder and evidence that the registrations and applications for
United States Trademarks, Patents and Copyrights listed on Schedules 2, 4
and 6 hereto are free and clear of any Liens (other than any Lien created under
this Security Agreement or permitted under the Credit Agreement) recorded in
such offices in respect of such registrations and applications for United
States Trademarks, Patents and Copyright.


 


4.5.               Commercial
Tort Claims.  Each Grantor shall
promptly, and in any event within ten Business Days after the same is acquired
by it, notify the Administrative Agent of any commercial tort claims (as
defined in the UCC) acquired by it which could reasonably be expected to result
in award damages in excess of $1,000,000 in writing signed by such Grantor
providing the brief details thereof and grant to the Administrative Agent in
such writing a security interest therein and in the Proceeds thereof, all upon
the terms of this Security Agreement, with such writing to be in form and
substance satisfactory to the Administrative Agent and substantially the same
as any such writing provided under the Senior High Yield Documents, if any.


 


4.6.               Collateral
Access Agreements.  Each Grantor
shall use its commercially reasonable efforts to obtain as soon as practicable
after the date hereof with respect to each location not owned by such Grantor
set forth in Schedule 7 a Collateral Access Agreement, from the lessor of each
leased property, mortgagee of owned property or bailee or consignee with
respect to any warehouse, processor or converter facility or other location
where Collateral having a value in excess of $1,000,000 is stored or located
and use commercially reasonable efforts to obtain a Collateral Access Agreement
from each lessor of each leased property, mortgagee of owned property or bailee
or consignee with respect to any warehouse, processor or converter facility 


 


14

















 


or other location
where Collateral having a value in excess of $1,000,000 is stored or located
from time to time; provided that the aggregate value of Collateral
stored or located at these locations not owned by the Grantors for which the
applicable Grantor has not used commercially reasonable efforts to obtain
Collateral Access Agreements from the applicable lessors, bailees or consignees
shall not exceed $15,000,000 in the aggregate.


 


4.7.               Instruments
and Tangible Chattel Paper.  As of
the date hereof, no amounts payable under or in connection with any of the
Collateral are evidenced by any Instrument or Tangible Chattel Paper other than
such Instruments and Tangible Chattel Paper listed in Schedule 12 to the
Perfection Certificate.  Each Instrument
and each item of Tangible Chattel Paper listed in Schedule 12 to the
Perfection Certificate has been properly endorsed, assigned and delivered to
the Administrative Agent, accompanied by instruments of transfer or assignment
duly executed in blank.  If any amount
then payable under or in connection with any of the Collateral shall be
evidenced by any Instrument or Tangible Chattel Paper, and such amount, together
with all amounts payable evidenced by any Instrument or Chattel Paper not
previously delivered to the Administrative Agent exceeds $500,000 in the
aggregate for all Grantors, the Grantor acquiring such Instrument or Tangible
Chattel Paper shall promptly (but in any event within five days after receipt
thereof) endorse, assign and deliver the same to the Administrative Agent, accompanied
by such instruments of transfer or assignment duly executed in blank as the
Administrative Agent may from time to time specify.


 


4.8.               Special
Covenants with Respect to Rolling Stock. Each Grantor shall cause all
Rolling Stock, now owned or hereafter acquired by any Grantor, which, under applicable
law, is required to be registered, to be properly registered (including,
without limitation, the payment of all necessary taxes and receipt of any applicable
permits) in the name of such Grantor and cause all Rolling Stock, now owned or
hereafter acquired by any Grantor, the ownership of which, under applicable law
(including, without limitation, any Motor Vehicle Law), is evidenced by a
certificate of title or ownership, to be properly titled in the name of such
Grantor, and in the case of any individual Rolling Stock of an Grantor with a
fair market value in excess of $10,000, the Security Interest of the
Administrative Agent created hereunder shall be noted thereon.  At the Administrative Agent’s request at any
time after the occurrence and during the continuance of an Event of Default,
each Grantor shall deliver to the Administrative Agent the certificates of
title covering each item of Rolling Stock the perfection of which is governed
by the notation on the certificate of title of the Administrative Agent’s
Security Interest created hereunder.


 


4.9.               Investment
Property. 
If any Grantor shall, now or at any time hereafter, hold or acquire any
certificated securities not constituting Excluded Property, such Grantor shall
forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied
by such instruments of transfer or assignment duly executed in blank as the
Administrative Agent may from time to time specify.  If any securities now or hereafter acquired
by any Grantor are uncertificated and are issued to such Grantor or its nominee
directly by the issuer thereof, such Grantor shall immediately notify the
Administrative Agent thereof and, at the Administrative Agent’s request and
option, pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (a) cause the issuer to agree to comply
without further 


 


15

















 


consent of such
Grantor or such nominee, at any time with instructions from the Administrative
Agent as to such securities, or (b) arrange for the Administrative Agent
to become the registered owner of the securities.  If any securities, whether certificated or
uncertificated, or other investment property now or hereafter acquired by any
Grantor are held by such Grantor or its nominee through a securities
intermediary or commodity intermediary, such Grantor shall immediately notify
the Administrative Agent thereof and, at the Administrative Agent’s request and
option, pursuant to an agreement in form and substance satisfactory to the
Administrative Agent, either (i) cause such securities intermediary or (as
the case may be) commodity intermediary to agree to comply, in each case
without further consent of such Grantor or such nominee, at any time with
entitlement orders or other instructions from the Administrative Agent to such
securities intermediary as to such securities or other investment property, or
(as the case may be) to apply any value distributed on account of any commodity
contract as directed by the Administrative Agent to such commodity
intermediary, or (ii) in the case of financial assets or other investment
property held through a securities intermediary, arrange for the Administrative
Agent to become the entitlement holder with respect to such investment
property, with such Grantor being permitted, only with the consent of the
Administrative Agent, to exercise rights to withdraw or otherwise deal with
such investment property.  The
Administrative Agent agrees with each Grantor that the Administrative Agent
shall not give any such entitlement orders or instructions or directions to any
such issuer, securities intermediary or commodity intermediary, and shall not
withhold its consent to the exercise of any withdrawal or dealing rights by
such Grantor, unless an Event of Default has occurred and is continuing, or,
after giving effect to any such investment and withdrawal rights not otherwise
permitted by the Loan Documents, would occur. 
The provisions of this paragraph shall not apply to any financial assets
credited to a securities account for which the Administrative Agent is the
securities intermediary.  The provisions
of this Section 4.9 shall be subject to the Intercreditor Agreement.


 


4.10.             Letter-of-Credit
Rights.  If any Grantor is, now or at
any time hereafter, a beneficiary under a letter of credit now or hereafter,
such Grantor shall promptly notify the Administrative Agent thereof and, at the
request and option of the Administrative Agent, such Grantor shall, pursuant to
an agreement in form and substance satisfactory to the Administrative Agent,
either (a) arrange for the issuer and any confirmer of such letter of
credit to consent to an assignment to the Administrative Agent of the proceeds
of the letter of credit or (b) arrange for the Administrative Agent to
become the transferee beneficiary of the letter of credit, with the
Administrative Agent agreeing, in each case, that the proceeds of the letter of
credit are to be applied as provided in the Credit Agreement.


 


4.11.             Deposit
Accounts.  Subject
to the Intercreditor Agreement, for each Deposit Account (including, without
limitation, those listed on Schedule 8) that any Grantor, now or at any time
hereafter, opens or maintains, such Grantor shall, at the Administrative Agent’s
request and option, pursuant to a Control Agreement in form and substance
satisfactory to the Administrative Agent, either (a) cause the depositary
bank to agree to comply without further consent of such Grantor, at any time
with instructions from the Administrative Agent to such depositary bank
directing the disposition of funds from time to time credited to such deposit account,
or (b) arrange for the Administrative Agent to become the customer of the
depositary bank with respect to the Deposit Account, with such Grantor being
permitted, only with the consent of 


 


16

















 


the Administrative
Agent, to exercise rights to withdraw funds from such deposit account.  The Administrative Agent agrees with each
Grantor that the Administrative Agent shall not give any such instructions or
withhold any withdrawal rights from such Grantor, unless an Event of Default
has occurred and is continuing, unless cash on hand falls below $50,000,000, or
if effect were given to any withdrawal not otherwise permitted by the Loan
Documents, would occur.  The provisions
of this paragraph shall not apply to any Excluded Accounts.


 


4.12.             Accounts
Covenants.  Each Grantor shall notify
the Administrative Agent promptly of: (i) any material delay in such
Grantor’s performance of any of its obligations to any account debtor or the
assertion of any claims, offsets, defenses or counterclaims by any account
debtor, or any disputes with account debtors, or any settlement, adjustment or
compromise thereof, (ii) all material adverse information relating to the
financial condition of any account debtor, and (iii) any event or
circumstance which, to such Grantor’s knowledge would cause the Administrative
Agent to consider any then existing Accounts as no longer constituting Eligible
Accounts. No credit, discount, allowance or extension or agreement for any of
the foregoing shall be granted to any account debtor without the Administrative
Agent’s consent, except in the ordinary course of the Grantors’ business in
accordance with practices and policies previously disclosed in writing to the
Administrative Agent. So long as no Event of Default exists or has occurred and
is continuing, each Grantor shall settle, adjust or compromise any claim,
offset, counterclaim or dispute with any account debtor. At any time that an
Event of Default exists or has occurred and is continuing, the Administrative
Agent shall, at its option, have the exclusive right to settle, adjust or compromise
any claim, offset, counterclaim or dispute with account debtors or grant any
credits, discounts or allowances.


 


With respect to each Account: (i) the amounts
shown on any invoice delivered to any Secured Party or schedule thereof
delivered to the Administrative Agent shall be true and complete, (ii) no
payments shall be made thereon except payments immediately delivered to any
Secured Party pursuant to the terms of this Security Agreement, (iii) no
credit, discount, allowance or extension or agreement for any of the foregoing
shall be granted to any account debtor, (iv) there shall be no setoffs,
deductions, contras, defenses, counterclaims or disputes existing or asserted
with respect thereto except as reported to the Administrative Agent in accordance
with the terms of this Security Agreement or the Credit Agreement, and (v) none
of the transactions giving rise thereto will violate any applicable foreign,
federal, state, or local laws or regulations, all documentation relating
thereto will be legally sufficient under such laws and regulations, and all
such documentation will be legally enforceable in accordance with its terms.


 


4.13.             The
Administrative Agent shall have the right at any time or times, to verify the
validity, amount or any other matter relating to any Collateral, by mail,
telephone, facsimile transmission or otherwise.


 


4.14.             Insurance.


 


(a)           Maintenance of Insurance.  Each Grantor will maintain with financially
sound and reputable insurers insurance with respect to its properties and
business against such casualties and contingencies as shall be in accordance
with general practices of businesses engaged 


 


17

















 


in similar activities in similar
geographic areas.  Such insurance shall
be in such minimum amounts that such Grantor will not be deemed a co-insurer
under applicable insurance laws, regulations and policies and otherwise shall
be in such amounts, contain such terms, be in such forms and be for such
periods as may be reasonably satisfactory to the Administrative Agent.  In addition, all such insurance shall be
payable to the Administrative Agent as loss payee under a “standard” or “New
York” loss payee clause for the benefit of the Secured Parties and the Administrative
Agent. Without limiting the foregoing, each Grantor will (a) keep all of
its physical property insured with casualty or physical hazard insurance on an “all
risks” basis, with broad form flood and earthquake coverages and electronic
data processing coverage, with a full replacement cost endorsement and an “agreed
amount” clause in an amount equal to 100% of the full replacement cost of such
property, (b) maintain all such workers’ compensation or similar insurance
as may be required by law and (c) maintain, in amounts and with
deductibles equal to those generally maintained by businesses engaged in
similar activities in similar geographic areas, general public liability
insurance against claims of bodily injury, death or property damage occurring,
on, in or about the properties of the Grantors, business interruption
insurance, and product liability insurance.


 


(b)           Insurance Proceeds.  The proceeds of any casualty insurance in respect
of any casualty loss of any of the Collateral shall, subject to the rights, if
any, of other parties with an interest having priority in the property covered
thereby and subject to the Intercreditor Agreement, (a) so long as no
Default or Event of Default has occurred and is continuing be disbursed to the
applicable Grantor for direct application by such Grantor solely to the repair
or replacement of such Grantor’s property so damaged or destroyed except to the
extent such proceeds are required to be applied to the Obligations as provided
by the terms of the Credit Agreement, and (b) in all other circumstances,
be held by the Administrative Agent as cash collateral for the
Obligations.  Subject to the
Intercreditor Agreement, the Administrative Agent may, at its sole option,
disburse from time to time all or any part of such proceeds so held as cash
collateral, upon such terms and conditions as the Administrative Agent may
reasonably prescribe, for direct application by the applicable Grantor solely
to the repair or replacement of such Grantor’s property so damaged or
destroyed, or the Collateral Agent may apply all or any part of such proceeds
held as cash collateral to the Obligations with the Commitment (if not then
terminated) being reduced by the amount so applied to the Obligations.


 


(c)           Continuation of Insurance.  All policies of insurance shall provide for
at least thirty (30) days prior written cancellation notice to the
Administrative Agent.  In the event of
failure by the Grantors to provide and maintain insurance as herein provided, the
Administrative Agent may, at its option, provide such insurance and charge the
amount thereof to the Grantors.  The
Grantors shall furnish the Administrative Agent with certificates of insurance
and policies evidencing compliance with the foregoing insurance provision.


 


5.             Remedial Provisions.


 


5.1.               Certain Matters Relating to
Accounts.  The Administrative Agent
hereby authorizes each Grantor to collect such Grantor’s Accounts and the
Administrative Agent may curtail or terminate said authority at any time after
the occurrence and during the 


 


18

















 


continuance of an Event of Default.  If required in writing by the Administrative
Agent at any time after the occurrence and during the continuance of an Event
of Default, any payments of Accounts, when collected by any Grantor, (i) shall
be forthwith (and, in any event, within two Business Days) deposited by such
Grantor in the exact form received, duly endorsed by such Grantor to the
Administrative Agent if required, in a collateral account maintained under the
sole dominion and control of and on terms and conditions reasonably
satisfactory to the Administrative Agent (the “Collateral Account”),
subject to withdrawal by the Administrative Agent for the account of the
Secured Parties only as provided hereunder and in the Credit Agreement, and (ii) until
so turned over, shall be held by such Grantor in trust for the Administrative
Agent and the Secured Parties, segregated from other funds of such
Grantor.  Each such deposit of Proceeds
of Accounts shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.  A Grantor shall not grant any extension of
the time of payment of any of the Accounts, compromise, compound or settle the
same for less than the full amount thereof, release, wholly or partly, any
person liable for the payment thereof, or allow any credit or discount
whatsoever thereon except in the ordinary course of business and unless an
Event of Default shall have occurred and subject to the Intercreditor
Agreement, the Administrative Agent shall have instructed the Grantors not to
grant or make any such extension, credit, discount, compromise, or settlement
under any circumstances during the continuance of such Event of Default.


 


5.2.               Communications with Account
Debtors; Grantors Remain Liable.


 


(a)           Subject to the terms of the
Intercreditor Agreement, the Administrative Agent in its own name or in the
name of others may at any time after the occurrence and during the continuance
of an Event of Default, communicate with Account Debtors under the Accounts to
verify with them to the Administrative Agent’s satisfaction the existence,
amount and terms of any Accounts.  The
Administrative Agent shall have the absolute right to share any information it
gains from such inspection or verification with any Secured Party.


 


(b)           Subject to the terms of the
Intercreditor Agreement, upon the written request of the Administrative Agent
at any time after the occurrence and during the continuance of an Event of
Default, each Grantor shall notify Account Debtors on the Accounts that the Accounts
have been assigned to the Administrative Agent for the benefit of the Secured
Parties and that payments in respect thereof shall be made directly to the
Administrative Agent.


 


(c)           Anything herein to the contrary
notwithstanding, each Grantor shall remain liable under each of the Accounts to
observe and perform all the conditions and obligations to be observed and
performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto.  Neither the
Administrative Agent nor any other Secured Party shall have any obligation or
liability under any Account (or any agreement giving rise thereto) by reason of
or arising out of this Security Agreement or the receipt by the Administrative
Agent or any other Secured Party of any payment relating thereto, nor shall the
Administrative Agent or any Secured Party be obligated in any manner to perform
any of the obligations of any Grantor under or pursuant to any Account (or any
agreement giving rise thereto), to make any payment, to make 


 


19

















 


any inquiry as to the
nature or the sufficiency of any payment received by it or as to the sufficiency
of any performance by any party thereunder, to present or file any claim, to
take any action to enforce any performance or to collect the payment of any
amounts which may have been assigned to it or to which it may be entitled at any
time or times.


 


5.3.               Proceeds
To Be Turned Over to Administrative Agent. In addition to the rights of the
Administrative Agent and the other Secured Parties specified in subsection 5.1
with respect to payments of Accounts, subject to the terms of the Intercreditor
Agreement, if an Event of Default shall occur and be continuing and the
Administrative Agent so requires by notice in writing to the relevant Grantor,
all Proceeds received by any Grantor consisting of cash, checks and other
near-cash items shall be held by such Grantor in trust for the Administrative
Agent and the Secured Parties, segregated from other funds of such Grantor, and
shall, forthwith upon receipt by such Grantor, be turned over to the
Administrative Agent in the exact form received by such Grantor (duly endorsed
by such Grantor to the Administrative Agent, if required).  All Proceeds received by the Administrative
Agent hereunder shall be held by the Administrative Agent in a collateral
deposit account maintained under its sole dominion and control and on terms and
conditions reasonably satisfactory to the Administrative Agent (the “Collateral
Deposit Account”).  All Proceeds
while held by the Administrative Agent in a Collateral Deposit Account (or by
such Grantor in trust for the Administrative Agent and the Secured Parties)
shall continue to be held as collateral security for all the Obligations and
shall not constitute payment thereof until applied as provided in subsection
5.4.


 


5.4.               Application
of Proceeds. (a) Subject to the terms of the Intercreditor Agreement,
the proceeds received by the Administrative Agent of any collection or sale of
the Collateral or Mortgage Property as well as any Collateral consisting of
cash, at any time after receipt shall be applied as follows:


 


(i)      first,
to pay amounts owing to the Administrative Agent (in its capacity as such or as
Administrative Agent) pursuant to this Security Agreement, the Credit Agreement
or any other Loan Document;


 


(ii)     second,
to the extent proceeds remain after the application pursuant to preceding
clause (i), to the payment of the Obligations in the order or preference
provided for in the Credit Agreement; and


 


(iii)    third,
the balance, if any, to the Grantors or such other persons entitled thereto.


 


Upon
any sale of the Collateral or Mortgage Property by the Administrative Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Administrative Agent or of the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral or
Mortgage Property so sold and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money paid over
to the Administrative Agent or such officer or be answerable in any way for the
misapplication thereof.


 


20

















 


If,
despite the provisions of this Section 5.4, any Secured Party shall
receive any payment or other recovery in excess of its portion of payments on account
of the Obligations to which it is then entitled in accordance with this Section 5.4,
such Secured Party shall hold such payment or recovery in trust for the benefit
of all Secured Parties for distribution in accordance with this Section 5.4.


 


(b)           It is understood that the Grantors
shall remain jointly and severally liable to the extent of any deficiency
between the amount of the proceeds of the Collateral and Mortgage Property and
the aggregate amount of the Obligations.


 


(c)           It is understood and agreed by all
parties hereto that the Administrative Agent shall have no liability for any
determinations made by it in this Section 5.4.  The parties also agree that the
Administrative Agent may (but shall not be required to and shall have no liability
for not doing so), at any time and in its sole discretion, and with no
liability resulting therefrom, petition a court of competent jurisdiction
regarding any application of Collateral or Mortgage Property in accordance with
the requirements hereof and of the Intercreditor Agreement, and the
Administrative Agent shall be entitled to wait for, and may conclusively rely
on, any such determination.


 


(d)           Each of the Secured Parties
acknowledges and agrees that notwithstanding the date, time or creation of any
Liens securing any of the Obligations under this Security Agreement or the
Collateral Documents, the Obligations shall be equally and ratably secured by
the Liens of this Security Agreement and the Collateral Documents and all Liens
securing any of the Obligations (and any proceeds received from the enforcement
of any such Liens) shall be for the equal and ratable benefit of all Secured
Parties and shall be applied as provided in clause (a) above.  Each Secured Party, by its acceptance of the
benefits hereunder and of the Collateral Documents, hereby agrees for the
benefit of the other Secured Parties that, to the extent any additional or
substitute collateral for any of the Obligations is delivered by a Grantor to
or for the benefit of any Secured Party, such collateral shall be subject to
the provisions of this clause (d).


 


(e)           Each of the Secured Parties hereby
agrees not to challenge or question in any proceeding the validity or enforceability
of any Collateral Document (in each case as a whole or any term or provision
contained therein) or the validity of any Lien or financing statement in favor
of the Administrative Agent for the benefit of the Secured Parties as provided
in this Security Agreement and the other Collateral Documents, or the relative
priority of any such Lien.


 


5.5.               Code
and Other Remedies.  If an Event of
Default shall occur and be continuing and subject to the terms of the
Intercreditor Agreement, the Administrative Agent may exercise in respect of
the Collateral, in addition to all other rights and remedies provided for
herein or otherwise available to it, all the rights and remedies of a secured
party upon default under the NY UCC or any other applicable law and also may
without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any exchange
broker’s board or at any of the Administrative Agent’s offices or elsewhere,
for cash, on credit or for future delivery, at such price or prices and upon
such other terms as are commercially


 


21

















 


reasonable
irrespective of the impact of any such sales on the market price of the Collateral.  The Administrative Agent shall be authorized
at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers of Collateral to Persons who will represent
and agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and, upon
consummation of any such sale, the Administrative Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold.  Each purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal that it now
has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted.  The
Administrative Agent or any Secured Party shall have the right upon any such
public sale, and, to the extent permitted by law, upon any such private sale,
to purchase the whole or any part of the Collateral so sold, and the Administrative
Agent or such Secured Party may subject to (x) the satisfaction in full in
cash of all payments due pursuant to the Credit Agreement, and (y) the
ratable satisfaction of the Obligations in accordance with the Credit Agreement
pay the purchase price by crediting the amount thereof against the
Obligations.  Each Grantor agrees that,
to the extent notice of sale shall be required by law, at least ten days’
notice to such Grantor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification.  The Administrative Agent
shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given.  The Administrative
Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned.  To the extent permitted by law, each Grantor
hereby waives any claim against the Administrative Agent arising by reason of
the fact that the price at which any Collateral may have been sold at such a
private sale was less than the price that might have been obtained at a public
sale, even if the Administrative Agent accepts the first offer received and
does not offer such Collateral to more than one offeree.  Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at such Grantor’s premises or elsewhere. The
Administrative Agent shall apply the net proceeds of any action taken by it
pursuant to this subsection 5.5 in accordance with the provisions of subsection
5.4.


 


5.6.               Deficiency. 
Each Grantor shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral are insufficient to pay its
Obligations and the fees and disbursements of any attorneys employed by the
Administrative Agent or any Secured Party to collect such deficiency.


 


5.7.               Amendments,
etc. with Respect to the Obligations; Waiver of Rights. Each Grantor shall
remain obligated hereunder notwithstanding that, without any reservation of
rights against any Grantor and without notice to or further assent by any
Grantor, (a) any demand for payment of any of the Obligations made by the
Administrative Agent or any other Secured Party may be rescinded by such party
and any of the Obligations continued, (b) the Obligations, or the liability
of any other party upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole 


 


22

















 


or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived, surrendered
or released by the Administrative Agent or any other Secured Party, (c) the
Credit Agreement, Notes, the other Loan Documents and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any other Secured Party for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released.  Neither the Administrative Agent nor any
other Secured Party shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for this
Security Agreement or any property subject thereto.  When making any demand hereunder against any
Grantor, the Administrative Agent or any other Secured Party may, but shall be
under no obligation to, make a similar demand on the Company or any Grantor or
grantor, and any failure by the Administrative Agent or any other Secured Party
to make any such demand or to collect any payments from the Company or any
Grantor or grantor or any release of the Company or any Grantor or grantor
shall not relieve any Grantor in respect of which a demand or collection is not
made or any Grantor not so released of its several obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Administrative Agent or any other
Secured Party against any Grantor.  For
the purposes hereof “demand” shall include the commencement and continuance of
any legal proceedings.


 


5.8.               Suretyship
Waivers by the Grantors.  Each
Grantor waives promptness, diligence, presentment, demand, notice, protest,
notice of acceptance of this Security Agreement, notice of loans made, credit
extended, Collateral received or delivered, notice of any Obligations incurred
and any other notice with respect to any of the Obligations and this Security
Agreement and any requirement that any Secured Party protect, secure, perfect
or insure against any Lien, or any property subject thereto, or exhaust any
right or take any action against any Loan Party or any other Person (including
any other Grantor) or any Collateral securing the Obligations or other action
taken in reliance hereon and all other demands and notices of any description.  With respect to both the Obligations and the
Collateral, each Grantor assents to any extension or postponement of the time
of payment or any other indulgence, to any substitution, exchange or release of
or failure to perfect any security interest in any Collateral, to the addition
or release of any party or person primarily or secondarily liable, to the acceptance
of partial payment thereon and the settlement, compromising or adjusting of any
thereof, all in such manner and at such time or times as the Administrative
Agent may deem advisable.  Each Grantor
further waives any and all other suretyship defenses and all defenses which may
be available by virtue of any valuation, stay, moratorium law, or other similar
law now or hereafter in effect.


 


5.9.               Marshaling.  Neither the Administrative Agent nor any
Secured Party shall be required to marshal any present or future collateral
security (including but not limited to the Collateral) for, or other assurances
of payment of, the Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of the
rights and remedies of the Administrative Agent or any Secured Party hereunder
and of the Administrative Agent or any Secured Party in respect of such
collateral security and other assurances of payment shall be cumulative and in
addition to all other rights and remedies, however existing or arising.  To the extent that it lawfully may, each
Grantor hereby agrees that it will not 


 


23

















 


invoke any law
relating to the marshaling of collateral which might cause delay in or impede
the enforcement of the Administrative Agent’s rights and remedies under this
Security Agreement or under any other instrument creating or evidencing any of
the Obligations or under which any of the Obligations is outstanding or by which
any of the Obligations is secured or payment thereof is otherwise assured, and,
to the extent that it lawfully may, each Grantor hereby irrevocably waives the
benefits of all such laws.


 


6.             The Administrative Agent.


 


6.1.               Administrative Agent’s Appointment
as Attorney-in-Fact, etc.


 


(a)           Each Grantor hereby appoints, which
appointment is irrevocable and coupled with an interest, effective upon and
during occurrence of an Event of Default, the Administrative Agent and any
officer or agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of such Grantor and in the name of such Grantor or otherwise, for the
purpose of carrying out the terms of this Security Agreement and the other
Collateral Documents, to take any and all appropriate action and to execute any
and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Security Agreement and the other Collateral
Documents, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Administrative Agent the power and right, on behalf of such
Grantor, either in the Administrative Agent’s name or in the name of such
Grantor or otherwise, without assent by such Grantor, to do any or all of the
following, in each case after and during the occurrence of an Event of Default
and after written notice by the Administrative Agent of its intent to do so (it
being understood that the Administrative Agent has no obligation to take any
such action):


 


(i)            take
possession of and endorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any Account or with
respect to any other Collateral or Mortgage Property and file any claim or take
any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Administrative Agent for the purpose of collecting
any and all such moneys due under any Account or with respect to any other Collateral
or Mortgage Property whenever payable, and exercise all of such Grantor’s
rights and remedies to collect any Account or other Accounts Collateral;


 


(ii)           in
the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Administrative
Agent may request to evidence the Administrative Agent’s and the Secured
Parties’ Security Interest in such Intellectual Property and the goodwill and
general intangibles of such Grantor relating thereto or represented thereby;


 


(iii)          pay
or discharge taxes and Liens levied or placed on or threatened against the
Collateral;


 


(iv)          execute,
in connection with any sale provided for in subsection 5.5 or in


 


24
















 


any other Collateral Document, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral or Mortgage Property;


 


(v)           obtain
and adjust insurance required to be maintained by such Grantor or paid to the
Administrative Agent pursuant to subsection 4.14 or pursuant to any other Security
Document; and


 


(vi)          direct
any party liable for any payment under any Accounts Collateral or with respect
to any other Collateral or Mortgage Property to make payment of any and all
moneys due or to become due thereunder directly to the Administrative Agent or
as the Administrative Agent shall direct;


 


(vii)         ask
or demand for, collect and receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in respect of
or arising out of Accounts, Accounts Collateral, or any other Collateral or
Mortgage Property;


 


(viii)        sign
and endorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral or Mortgage
Property, endorsing any such Grantor’s name upon any items of payment in
respect of Accounts or constituting Accounts Collateral or otherwise received
by the Administrative Agent and deposit the same in the Administrative Agent’s
account for application to the Obligations, and endorsing any such Grantor’s
name upon any chattel paper, document, instrument, invoice, or similar document
or agreement relating to any Account or any goods pertaining thereto or any
other Accounts Collateral, including any negotiable or non-negotiable
documents;


 


(ix)           commence
and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or Mortgage Property
or any portion thereof and to enforce any other right in respect of any
Collateral or Mortgage Property;


 


(x)            defend
any suit, action or proceeding brought against such Grantor with respect to any
Collateral or Mortgage Property (with such Grantor’s consent to the extent such
action or its resolution could materially affect such Grantor or any of its
Affiliates in any manner other than with respect to its continuing rights in
such Collateral or Mortgage Property);


 


(xi)           settle,
compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Administrative Agent may
deem appropriate (with such Grantor’s consent to the extent such action or its
resolution could materially affect such Grantor or any of its Affiliates in any
manner other than with respect to its continuing rights in such Collateral or
Mortgage Property) and discharge or release any Account;


 


25

















 


(xii)          assign
any Copyright, Patent or Trademark (along with the goodwill of the business to
which any such Copyright, Patent or Trademark pertains), throughout the world
for such term or terms, on such conditions, and in such manner, as the
Administrative Agent shall in its reasonable discretion determine; and


 


(xiii)         settle,
adjust, compromise, extend or renew an Account;


 


(xiv)        notify
the post office authorities to change the address for delivery of remittances
from account debtors or other obligors in respect of Accounts or other proceeds
of Accounts Collateral to an address designated by the Administrative Agent,
and open and dispose of all mail addressed to any such Grantor and handle and
store all mail relating to the Accounts;


 


(xv)         take
control in any manner of any item of payment in respect of Accounts or
constituting Accounts Collateral or otherwise received in or for deposit in the
applicable deposit account subject to a Control Agreement or otherwise received
by the Administrative Agent;


 


(xvi)        clear
Inventory the purchase of which was financed with Revolving Credit Loans
through US Customs or foreign export control authorities in any Grantor’s name,
the Administrative Agent’s name or the name of the Administrative Agent’s
designee, and to sign and deliver to customs officials powers of attorney in
any Grantor’s name for such purpose, and to complete in any Grantor’s or the
Administrative Agent’s name, any order, sale or transaction, obtain the
necessary documents in connection therewith and collect the proceeds thereof;


 


(xvii)       have
access to any lockbox or postal box into which remittances from account debtors
or other obligors in respect of Accounts or other proceeds of Accounts Collateral
are sent or received;


 


(xviii)      generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal
with any Accounts Collateral, Accounts, any of the other Collateral or Mortgage
Property as fully and completely as though the Administrative Agent were the
absolute owner thereof for all purposes, and do, at the Administrative Agent’s
option and such Grantor’s expense, at any time, or from time to time, all acts
and things that the Administrative Agent deems necessary to protect, preserve
or realize upon the Collateral or Mortgage Property and the Administrative
Agent’s and the Secured Parties’ Security Interests therein and to effect the
intent of this Security Agreement or the other Collateral Documents, all as
fully and effectively as such Grantor might do.


 


Anything in this
subsection 6.1(a) to the contrary notwithstanding, the Administrative
Agent agrees that it will not exercise any rights under the power of attorney
provided for in this subsection 6.1(a) unless an Event of Default shall
have occurred and be continuing.


 


(b)           If any Grantor fails to perform or
comply with any of its agreements contained


 


26

















 


herein or in any other
Security Document, the Administrative Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or
compliance, with such agreement.


 


(c)           The expenses of the Administrative
Agent incurred in connection with actions undertaken as provided in this
subsection 6.1, together with interest thereon at the rate set forth in Section 2.08(b) of
the Credit Agreement, from the date of payment by the Administrative Agent to
the date reimbursed by the relevant Grantor, shall be payable by such Grantor
to the Administrative Agent on demand.


 


(d)           Each Grantor hereby ratifies all that
said attorneys shall lawfully do or cause to be done by virtue hereof.  All powers, authorizations and agencies
contained in this Security Agreement are coupled with an interest and are
irrevocable until this Security Agreement is terminated and the Security
Interests created hereby are released.


 


6.2.               Duty
of Administrative Agent. The Administrative Agent’s sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the NY UCC or otherwise, shall be to
deal with it in the same manner as the Administrative Agent deals with similar
property for its own account.  The Administrative
Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral or Mortgage Property in its possession if such
Collateral or Mortgage Property is accorded treatment substantially equal to
that which the Administrative Agent accords its own property.  Neither the Administrative Agent, any Secured
Party nor any of their respective officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the
Collateral or Mortgage Property or for any delay in doing so or shall be under
any obligation to sell or otherwise dispose of any Collateral or Mortgage
Property upon the request of any Grantor or any other Person or to take any
other action whatsoever with regard to the Collateral, Mortgage Property or any
part thereof.  The powers conferred on
the Administrative Agent and the Secured Parties hereunder or pursuant to the
other Collateral Documents are solely to protect the Administrative Agent’s and
the Secured Parties’ interests in the Collateral and Mortgage Property and
shall not impose any duty upon the Administrative Agent or any Secured Party to
exercise any such powers.  The
Administrative Agent and the Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents
shall be responsible to any Grantor for any act or failure to act hereunder or
pursuant to the other Collateral Documents, except for their own gross
negligence or willful misconduct.


 


Beyond the exercise
of reasonable care in the custody thereof, the Administrative Agent shall have
no duty as to any Collateral in its possession or control or in the possession
or control of any agent or bailee or any income thereon or as to preservation
of rights against prior parties or any other rights pertaining thereto and the
Administrative Agent shall not be responsible for filing any financing or
continuation statements or recording any documents or instruments in any public
office at any time or times or otherwise perfecting or maintaining the
perfection of any security interest in the Collateral.  The Administrative Agent shall not be liable
or responsible for any loss or diminution in the value of any of the
Collateral, by reason of the act or omission of 


 


27

















 


any carrier,
forwarding agency or other agent or bailee selected by the Administrative Agent
in good faith.


 


The Administrative
Agent shall not be responsible for the existence, genuineness or value of any
of the Collateral or for the validity, perfection, priority or enforceability
of the Liens in any of the Collateral, whether impaired by operation of law or
by reason of any action or omission to act on its part hereunder, except to the
extent such action or omission constitutes gross negligence, bad faith or
willful misconduct on the part of the Administrative Agent, for the validity or
sufficiency of the Collateral or any agreement or assignment contained therein,
for the validity of the title of the Company to the Collateral, for insuring
the Collateral or for the payment of taxes, charges, assessments or Liens upon
the Collateral or otherwise as to the maintenance of the Collateral.


 


Notwithstanding
anything in this Security Agreement to the contrary and for the avoidance of
doubt, the Administrative Agent shall have no duty to act outside of the United
States in respect of any Collateral located in the jurisdiction other than the
United States.


 


6.3.               Authority
of Administrative Agent.  Each
Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Security Agreement or the other Collateral Documents with
respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, voting right, request,
judgment or other right or remedy provided for herein or resulting or arising
out of this Security Agreement or the other Collateral Documents shall, as
between the Administrative Agent and the Secured Parties, be governed by the
Credit Agreement and by such other agreements with respect thereto as may exist
from time to time among them, but, as between the Administrative Agent and the
Grantors, the Administrative Agent shall be conclusively presumed to be acting
as agent for the Secured Parties with full and valid authority so to act or
refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.


 


6.4.               Security
Interest Absolute.  All rights of the
Administrative Agent hereunder and under the other Collateral Documents, the
security interest and all obligations of the Grantors hereunder and under the
other Collateral Documents shall be absolute and unconditional.


 


6.5.               Continuing Security Interest;
Assignments Under the Credit Agreement;  Release.


 


(a)           This Security Agreement and the other
Collateral Documents shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon each Grantor and the
successors and assigns thereof and shall inure to the benefit of the Administrative
Agent and the other Secured Parties and their respective successors, indorsees,
transferees and assigns until the Final Date. 
In addition, the security interests granted hereunder shall terminate
and be released, in whole or in part, upon the Discharge of Obligations.


 


28

















 


(b)           In connection with any termination or
release pursuant to paragraph (a), the Administrative Agent shall execute and
deliver to any Grantor, at such Grantor’s expense, all documents that such
Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents
pursuant to this subsection 6.5 shall be without recourse to or warranty by the
Administrative Agent.


 


6.6.               Reinstatement. 
This Security Agreement and the other Collateral Documents shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Company or any other Loan Party, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, the Company or any other Loan Party or any substantial
part of its property, or otherwise, all as though such payments had not been
made.


 


7.             Administrative Agent As Agent.


 


(a)           Bank of America, N.A. has been
appointed to act as Administrative Agent under the Credit Agreement by the
Lenders, the Swing Line Lender and the L/C Issuer and, by their acceptance of
the benefits hereof and the other Collateral Documents, the other Secured
Parties.  The Administrative Agent shall
be obligated, and shall have the right hereunder and under the other Collateral
Documents, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including
the release or substitution of Collateral or Mortgage Property), solely in
accordance with this Security Agreement, the other Collateral Documents, the
Credit Agreement and the Intercreditor Agreement, provided that, except as otherwise expressly provided in the Credit
Agreement or the other Loan Documents, the Administrative Agent shall exercise,
or refrain from exercising, any remedies provided for herein, including in Section 5,
in accordance with the instructions of the Required Lenders.  In furtherance of the foregoing provisions of
this subsection 7(a), each Secured Party, by its acceptance of the benefits
hereof, agrees that it shall have no right individually to realize upon any of
the Collateral hereunder or Mortgage Property, it being understood and agreed
by such Secured Party that all rights and remedies hereunder or pursuant to the
other Collateral Documents, may be exercised solely by the Administrative Agent
for the benefit of the Secured Parties in accordance with the terms of this subsection
7(a).


 


(b)           The Administrative Agent shall at all
times be the same Person that is the Administrative Agent under the Credit
Agreement.  Written notice of resignation
by the Administrative Agent pursuant to Section 9.06 of the Credit
Agreement shall also constitute notice of resignation as Administrative Agent
under this Security Agreement and the other Collateral Documents; removal of
the Administrative Agent shall also constitute removal as Administrative Agent
under this Security Agreement or the other Collateral Documents; and
appointment of a successor Administrative Agent pursuant to Section 9.06
of the Credit Agreement shall also constitute appointment of a successor
Administrative Agent under this Security Agreement and the other Collateral Documents.  Upon the acceptance of any appointment as
Administrative Agent under Section 9.06 of the Credit Agreement by a
successor Administrative Agent, that successor 


 


29

















 


Administrative Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent under
this Security Agreement and the other Collateral Documents, and the retiring or
removed Administrative Agent under this Security Agreement and the other
Collateral Documents shall promptly (i) transfer to such successor
Administrative Agent all sums, securities and other items of Collateral held
hereunder, together with all records and other documents necessary or
appropriate in connection with the performance of the duties of the successor
Administrative Agent under this Security Agreement and the other Collateral
Documents, and (ii) execute and deliver to such successor Administrative
Agent or otherwise authorize the filing of such amendments to financing
statements and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the
Security Interests created hereunder, whereupon such retiring or removed
Administrative Agent shall be discharged from its duties and obligations under
this Security Agreement and the other Collateral Documents.  After any retiring or removed Administrative
Agent’s resignation or removal hereunder as Administrative Agent, the
provisions of this Security Agreement and the other Collateral Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Security Agreement and the other Collateral Documents while it was
Administrative Agent hereunder.


 


8.             Miscellaneous.


 


8.1.               Amendments
in Writing.  None of the terms or
provisions of this Security Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the affected
Grantor and the Administrative Agent in accordance with Section 10.01 of
the Credit Agreement.


 


8.2.               Notices. 
All notices, requests and demands pursuant hereto shall, if to the
Administrative Agent or the Company, be made in accordance with Section 10.02
of the Credit Agreement.  All
communications and notices hereunder to any Subsidiary Grantor shall be given
to it in care of the Company at the Company’s address set forth in Section 10.02
of the Credit Agreement.


 


8.3.               No
Waiver by Course of Conduct; Cumulative Remedies.  Neither the Administrative Agent nor any
Secured Party shall by any act (except by a written instrument pursuant to
subsection 8.1 hereof), delay, indulgence, omission or otherwise be deemed to
have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions
hereof.  No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any other
Secured Party, any right, power or privilege hereunder shall operate as a
waiver thereof.  No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.  A waiver by the
Administrative Agent or any other Secured Party of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy that the Administrative Agent or such other Secured Party would
otherwise have on any future occasion. 
The rights, remedies, powers and privileges herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.


 


30

















 


8.4.               Enforcement Expenses;
Indemnification.


 


(a)           Each Grantor agrees to pay any and
all expenses (including all reasonable fees and disbursements of counsel) that
may be paid or incurred by any Secured Party in enforcing, or obtaining advice
of counsel in respect of, any rights with respect to, or collecting, any or all
of the Obligations and/or enforcing any rights with respect to, or collecting
against, such Grantor under this Security Agreement or any other Collateral
Document.


 


(b)           Each Grantor agrees to pay, and to
save the Administrative Agent and the Secured Parties harmless from, any and
all liabilities with respect to, or resulting from any delay in paying, any and
all stamp, excise, sales or other taxes which may be payable or determined to
be payable with respect to any of the Collateral or the Mortgage Property or in
connection with any of the transactions contemplated by this Security Agreement
or any other Collateral Document.


 


(c)           Each Grantor agrees to pay, and to
save the Administrative Agent and the Secured Parties harmless from, any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration
of this Security Agreement or any other Collateral Document to the extent the
Company would be required to do so pursuant to Section 10.04 of the Credit
Agreement (whether or not then in effect).


 


(d)           The agreements in this subsection 8.4
shall survive repayment of the Obligations and all other amounts payable under
the Credit Agreement, Notes, and the other Loan Documents.


 


8.5.               Successors
and Assigns.  The provisions of this
Security Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby,
except that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Security Agreement except pursuant to a transaction
permitted by the Credit Agreement.


 


8.6.               Counterparts. 
This Security Agreement may be executed by one or more of the parties to
this Security Agreement on any number of separate counterparts (including by
facsimile or other electronic transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  Delivery of an executed counterpart of a signature
page of this Security Agreement by telecopy or other electronic means
shall be effective as delivery of a manually executed counterpart of this
Security Agreement.  A set of the copies
of this Security Agreement signed by all the parties shall be lodged with the
Administrative Agent and the Company.


 


8.7.               Severability. 
Any provision of this Security Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or 


 


31

















 


render unenforceable
such provision in any other jurisdiction. 
The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


8.8.               Section Headings.  The Section headings used in this
Security Agreement are for convenience of reference only and are not to affect
the construction hereof or be taken into consideration in the interpretation
hereof.


 


8.9.               Integration. 
This Security Agreement, together with the other Loan Documents,
represents the agreement of each of the Grantors with respect to the subject
matter hereof and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any other Secured Party relative to
the subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.


 


8.10.             GOVERNING
LAW.  THIS SECURITY AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICTS OF LAWS OTHER THAN SECTION 5-1401 AND SECTION 5-1402
OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK).


 


8.11.             Submission to Jurisdiction
Waivers.  Each Grantor hereby irrevocably
and unconditionally:


 


(a)           SUBMISSION TO JURISDICTION.  SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH GRANTOR AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW.  NOTHING IN THIS AGREEMENT OR IN ANY
OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY
LENDER OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY
GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


32

















 


(b)           WAIVER OF VENUE.  WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (A) OF THIS SECTION. 
EACH GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(c)           SERVICE OF PROCESS.  CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN SECTION 8. 2. 
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW


 


(d)           agrees that nothing herein shall
affect the right of the Administrative Agent or any other Secured Party to
effect service of process in any other manner permitted by law or shall limit
the right of the Administrative Agent or any Secured Party to sue in any other
jurisdiction; and


 


(e)           waives, to the maximum extent not
prohibited by law, any right it may have to claim or recover in any legal
action or proceeding referred to in this subsection 8.11 any special,
exemplary, punitive or consequential damages.


 


8.12.        Acknowledgments.  Each Grantor hereby acknowledges that:


 


(a)           it has been advised by counsel in the
negotiation, execution and delivery of this Security Agreement, and the other
Loan Documents to which it is a party;


 


(b)           neither the Administrative Agent nor
any other Secured Party has any fiduciary relationship with or duty to any
Grantor arising out of or in connection with this Security Agreement or any of
the other Loan Documents and the relationship between the Grantors, on the one
hand, and the Administrative Agent and the other Secured Parties, on the other
hand, in connection herewith or therewith is solely that of debtor and
creditor; and


 


(c)           no joint venture is created hereby or
by the other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Grantors and the Secured Parties.


 


8.13.             Additional
Grantors.  Each Subsidiary of the
Company that is required to become a party to this Security Agreement pursuant
to Section 6.12 of the Credit Agreement shall become a Grantor, with the
same force and effect as if originally named as a Grantor herein, for all
purposes of this Security Agreement upon execution and delivery by such
Subsidiary of a Supplement substantially in the form of Annex 1 hereto.  The execution and delivery of any instrument
adding an additional Grantor as a party to this Security Agreement shall not
require the consent of any other Grantor hereunder.  The rights and obligations of each Grantor


 


33

















 


hereunder shall
remain in full force and effect notwithstanding the addition of any new Grantor
as a party to this Security Agreement.


 


8.14.             Delivery
of Non-Accounts Collateral. 
Notwithstanding anything herein to the contrary, prior to the discharge
of the Senior High Yield Debt (as such term is defined in the Credit
Agreement), (i) the requirements of this Security Agreement to endorse, assign
or deliver Collateral constituting Non-Accounts Collateral (as such term is
defined in the Credit Agreement) to the Administrative Agent shall be deemed
satisfied by endorsement, assignment or delivery of such Non-Accounts
Collateral to the collateral agent for the Senior High Yield Indenture and (ii) any
endorsement, assignment or delivery to the collateral agent for the Senior High
Yield Indenture with respect to the Non-Accounts Collateral shall be deemed an
endorsement, assignment or delivery to the Administrative Agent for all
purposes hereunder.


 


8.15.             Intercreditor
Agreement.  Notwithstanding
anything herein to the contrary, the liens and security interests granted to
the Administrative Agent pursuant to this Security Agreement and the exercise
of any right or remedy by the Administrative Agent hereunder, in each case,
with respect to the Collateral are subject to the limitations and provisions of
the Intercreditor Agreement.  In the
event of any conflict between the terms of the Intercreditor Agreement and the
terms of this Security Agreement with respect to the Collateral, the terms of
the Intercreditor Agreement shall govern and control.


 


8.16.             WAIVER OF JURY TRIAL.  EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS SECURITY AGREEMENT, ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.


 


8.17.             Incorporation
by Reference  In connection with its
execution and acting hereunder Administrative Agent is entitled to all rights,
privileges, benefits, protections, immunities and indemnities provided to it under
the Credit Agreement.


 


[remainder of page intentionally
left blank]


 


34
















 


IN WITNESS
WHEREOF, each of the undersigned has caused this Security Agreement to be duly
executed and delivered as of the date first above written.


 


 


	
   

  	
  CLEAN HARBORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name:

  	
  James M. Rutledge

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial Officer

  



 


Signature Page to
Security Agreement


 

















 


	
   

  	
  GRANTORS:

   

  ALTAIR DISPOSAL
  SERVICES, LLC

  BATON ROUGE DISPOSAL,
  LLC

  BRIDGEPORT DISPOSAL,
  LLC

  CH INTERNATIONAL
  HOLDINGS, INC.

  CLEAN HARBORS (MEXICO),
  INC.

  CLEAN HARBORS ANDOVER, LLC

  CLEAN HARBORS ANTIOCH,
  LLC

  CLEAN HARBORS
  ARAGONITE, LLC

  CLEAN HARBORS ARIZONA,
  LLC

  CLEAN HARBORS BATON
  ROUGE, LLC

  CLEAN HARBORS BDT, LLC

  CLEAN HARBORS
  BUTTONWILLOW, LLC

  CLEAN HARBORS
  CHATTANOOGA, LLC

  CLEAN HARBORS CLIVE,
  LLC

  CLEAN HARBORS
  COFFEYVILLE, LLC

  CLEAN HARBORS COLFAX,
  LLC

  CLEAN HARBORS DEER
  PARK, L.P.

  CLEAN HARBORS DEER
  TRAIL, LLC

  CLEAN HARBORS
  DEVELOPMENT, LLC

  CLEAN HARBORS DISPOSAL
  SERVICES, INC.

  CLEAN HARBORS EL
  DORADO, LLC

  CLEAN HARBORS
  ENVIRONMENTAL SERVICES, INC.

  CLEAN HARBORS FLORIDA,
  LLC

  CLEAN HARBORS GRASSY
  MOUNTAIN, LLC

  CLEAN HARBORS KANSAS,
  LLC

  CLEAN HARBORS KINGSTON
  FACILITY CORPORATION

  CLEAN HARBORS LAPORTE,
  L.P.

  CLEAN HARBORS LAUREL,
  LLC

  CLEAN HARBORS LONE
  MOUNTAIN, LLC

  CLEAN HARBORS LONE STAR
  CORP.

  CLEAN HARBORS LOS
  ANGELES, LLC

  CLEAN HARBORS OF
  BALTIMORE, INC.

  CLEAN HARBORS OF
  BRAINTREE, INC.

  CLEAN HARBORS OF
  CONNECTICUT, INC.

  CLEAN HARBORS OF
  NATICK, INC.

  CLEAN HARBORS OF TEXAS,
  LLC

  CLEAN HARBORS
  PECATONICA, LLC

  CLEAN HARBORS PPM, LLC

  CLEAN HARBORS RECYCLING
  SERVICES OF CHICAGO, LLC

  CLEAN HARBORS RECYCLING
  SERVICES OF OHIO LLC

  



 


Signature Page to
Security Agreement


 

















 


	
   

  	
  CLEAN HARBORS REIDSVILLE, LLC

  CLEAN HARBORS SAN JOSE, LLC

  CLEAN HARBORS SERVICES, INC.

  CLEAN HARBORS TENNESSEE, LLC

  CLEAN HARBORS WESTMORLAND, LLC

  CLEAN HARBORS WHITE CASTLE, LLC

  CLEAN HARBORS WILMINGTON, LLC

  CROWLEY DISPOSAL, LLC

  DISPOSAL PROPERTIES, LLC

  GSX DISPOSAL, LLC

  HARBOR INDUSTRIAL SERVICES TEXAS, L.P.

  HARBOR MANAGEMENT CONSULTANTS, INC.

  HILLIARD DISPOSAL, LLC

  MURPHY’S WASTE OIL SERVICE, INC.

  ROEBUCK DISPOSAL, LLC

  SAWYER DISPOSAL SERVICES, LLC

  SERVICE CHEMICAL, LLC

  SPRING GROVE RESOURCE RECOVERY, INC.

  TULSA DISPOSAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name:

  	
  James M. Rutledge

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  PLAQUEMINE REMEDIATION SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen H. Moynihan

  
	
   

  	
  Name:

  	
  Stephen H. Moynihan

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  CLEAN HARBORS FINANCIAL SERVICES COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
  Name:

  	
  James M. Rutledge 

  
	
   

  	
  Title:

  	
  Trustee

  



 


Signature Page to
Security Agreement


 

















 


	
   

  	
  CLEAN HARBORS DEER PARK, L.P.

  
	
   

  	
  CLEAN HARBORS LAPORTE, L.P.

  
	
   

  	
  HARBOR INDUSTRIAL SERVICES TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Clean Harbors of Texas, LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James M. Rutledge

  
	
   

  	
   

  	
  Name:

  	
  James M. Rutledge

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  



 


Signature Page to Security
Agreement


 

















 


	
   

  	
  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher O’Halloran

  
	
   

  	
   

  	
  Name: Christopher O’Halloran

  
	
   

  	
   

  	
  Title: Vice President 

  



 


Signature Page to
Security Agreement


 

















 


ANNEX A TO THE


SECURITY AGREEMENT


 


SUBSIDIARY
GRANTORS


 


·                  Subsidiary Grantors


 


ALTAIR
DISPOSAL SERVICES, LLC


BATON
ROUGE DISPOSAL, LLC


BRIDGEPORT
DISPOSAL, LLC


CH
INTERNATIONAL HOLDINGS, INC.


CLEAN
HARBORS ANDOVER, LLC


CLEAN
HARBORS ANTIOCH, LLC


CLEAN
HARBORS ARAGONITE, LLC


CLEAN
HARBORS ARIZONA, LLC


CLEAN
HARBORS OF BALTIMORE, INC.


CLEAN
HARBORS BATON ROUGE, LLC


CLEAN
HARBORS BDT, LLC


CLEAN
HARBORS BUTTONWILLOW, LLC


CLEAN
HARBORS CHATTANOOGA, LLC


CLEAN
HARBORS COFFEYVILLE, LLC


CLEAN
HARBORS COLFAX, LLC


CLEAN
HARBORS DEER PARK, L.P.


CLEAN
HARBORS DEER TRAIL, LLC


CLEAN
HARBORS DEVELOPMENT, LLC


CLEAN
HARBORS DISPOSAL SERVICES, INC.


CLEAN
HARBORS EL DORADO, LLC


CLEAN
HARBORS FINANCIAL SERVICES COMPANY


CLEAN
HARBORS FLORIDA, LLC


CLEAN
HARBORS GRASSY MOUNTAIN, LLC


CLEAN
HARBORS KANSAS, LLC


CLEAN
HARBORS LAPORTE, L.P.


CLEAN
HARBORS LAUREL, LLC


CLEAN
HARBORS LONE MOUNTAIN, LLC


CLEAN
HARBORS LONE STAR CORP.


CLEAN
HARBORS LOS ANGELES, LLC


CLEAN
HARBORS (MEXICO), INC.


CLEAN
HARBORS OF TEXAS, LLC


CLEAN
HARBORS PECATONICA, LLC


PLAQUEMINE
REMEDIATION SERVICES, LLC


CLEAN
HARBORS PPM, LLC


CLEAN
HARBORS REIDSVILLE, LLC


CLEAN
HARBORS RECYCLING SERVICES OF CHICAGO, LLC


CLEAN
HARBORS RECYCLING SERVICES OF OHIO, LLC


CLEAN
HARBORS SAN JOSE, LLC


CLEAN
HARBORS TENNESSEE, LLC


 


[Security Agreement]


 

















 


CLEAN
HARBORS WESTMORLAND, LLC


CLEAN
HARBORS WHITE CASTLE, LLC


CLEAN
HARBORS WILMINGTON, LLC


CROWLEY
DISPOSAL, LLC


DISPOSAL
PROPERTIES, LLC


GSX
DISPOSAL, LLC


HARBOR
MANAGEMENT CONSULTANTS, INC.


HARBOR
INDUSTRIAL SERVICES TEXAS, L.P.


HILLIARD
DISPOSAL, LLC


CLEAN
HARBORS CLIVE, LLC


ROEBUCK
DISPOSAL, LLC


SAWYER
DISPOSAL SERVICES, LLC


SERVICE
CHEMICAL, LLC


TULSA
DISPOSAL, LLC


CLEAN
HARBORS ENVIRONMENTAL SERVICES, INC.


CLEAN
HARBORS OF BRAINTREE, INC.


CLEAN
HARBORS OF NATICK, INC.


CLEAN
HARBORS SERVICES, INC.


MURPHY’S
WASTE OIL SERVICE INC.


CLEAN
HARBORS KINGSTON FACILITY CORPORATION


CLEAN
HARBORS OF CONNECTICUT, INC.


SPRING GROVE RESOURCE RECOVERY, INC.


 


Notice Address for All Grantors


 


c/o Clean Harbors, Inc.


42 Longwater Street


P.O. Box 9149


Norwell, MA 02061


 
















 


SCHEDULE 1 TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE 2 TO THE

SECURITY AGREEMENT


 


COPYRIGHT REGISTRATIONS


 

















 


SCHEDULE 3 TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE 4 TO THE 

SECURITY AGREEMENT


 


PATENTS


 

















 


SCHEDULE 5 TO THE

SECURITY AGREEMENT


 


DOMESTIC TRADEMARK LICENSES


 

















 


SCHEDULE 6 TO THE

SECURITY AGREEMENT


 


TRADEMARK REGISTRATIONS AND APPLICATIONS


 

















 


SCHEDULE 7 TO THE

SECURITY AGREEMENT


 


INVENTORY
LOCATIONS


 

















 


SCHEDULE 8 TO THE

SECURITY AGREEMENT


 


DEPOSIT
ACCOUNTS AND SECURITIES ACCOUNTS


 
















 


ANNEX 1 TO THE

SECURITY AGREEMENT


 


SUPPLEMENT NO. [ ] dated as of [  ], to the
Security Agreement dated as of July 31, 2009, among CLEAN HARBORS, INC., a
Massachusetts corporation (the “Company”),
each of the subsidiaries of the Company listed on Annex A thereto or that
becomes a party hereto pursuant to Section 8.13 thereof (each such
subsidiary being a “Subsidiary Grantor” and, collectively, the “Subsidiary
Grantors”; the Subsidiary Grantors and the Company are referred to collectively
as the “Grantors”), and BANK OF
AMERICA, N.A., as
collateral agent (the “Administrative Agent”), pursuant to that certain
Second Amended and Restated Credit Agreement, dated as of July 31, 2009
(as amended, restated, supplemented or modified from time to time, the “Credit
Agreement”) among the Company, the lenders from time to time party thereto
(the “Lenders”), and Bank of America, N.A., as administrative agent (the
“Administrative Agent”) on behalf of the Secured Parties and as Swing
Line Lender and L/C Issuer (each as defined in the Credit Agreement).


 


A.            Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement.


 


B.            The Grantors have entered into the
Security Agreement in order to induce the Lenders to make Loans and the L/C
Issuer to issue Letters of Credit.


 


C.            Section 6.12 of the Credit
Agreement and Section 8.13 of the Security Agreement provide that each
Subsidiary of the Company that is required to become a party to the Security
Agreement pursuant to Section 6.12 of the Credit Agreement shall become a
Grantor, with the same force and effect as if originally named as a Grantor
therein, for all purposes of the Security Agreement upon execution and delivery
by such Subsidiary of an instrument in the form of this Supplement. Each
undersigned Subsidiary (each a “New Grantor”) is executing this Supplement
in accordance with the requirements of the Security Agreement to become a
Subsidiary Grantor under the Security Agreement as consideration for the
Lenders making of Loans and the L/C Issuer issuing Letters of Credit.


 


Accordingly,
the Administrative Agent and the New Grantors agree as follows:


 


SECTION 1.  In accordance with subsection 8.13 of the
Security Agreement, each New Grantor by its signature below becomes a Grantor
under the Security Agreement with the same force and effect as if originally
named therein as a Grantor and each New Grantor hereby (a) agrees to all
the terms and provisions of the Security Agreement applicable to it as a Grantor
thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor thereunder are true and correct on and as of
the date hereof. In furtherance of the foregoing, each New Grantor, as security
for the payment and performance in full of the Obligations, does hereby
bargain, sell, convey, assign, set over, mortgage, pledge, hypothecate and
transfer to the Administrative Agent, for the benefit of the Secured Parties,
and hereby grants to the Administrative Agent, for the benefit of the Secured
Parties, a security interest in all of the Collateral of such New Grantor, in
each case whether now or hereafter existing or in which it now has or hereafter
acquires an interest. Each reference to a “Grantor” in the Security Agreement
shall be 


 

















 


deemed to include each New Grantor. The Security
Agreement is hereby incorporated herein by reference.


 


SECTION 2.  Each New Grantor represents and warrants to
the Administrative Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.


 


SECTION 3.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Supplement signed by all the parties
shall be lodged with the Administrative Agent and the Company. This Supplement
shall become effective as to each New Grantor when the Administrative Agent
shall have received counterparts of this Supplement that, when taken together,
bear the signatures of such New Grantor and the Administrative Agent.


 


SECTION 4.  Each New Grantor hereby represents and
warrants that (a) set forth on Schedule I attached hereto is (i) the
legal name of such New Grantor, (ii) the jurisdiction of incorporation or
organization of such New Grantor, (iii) the true and correct location of
the chief executive office and principal place of business and any office in
which it maintains books or records relating to Collateral owned by it, (iv) the
identity or type of organization or corporate structure of such New Grantor and
(v) the Federal Taxpayer Identification Number and organizational number
of such New Grantor and (b) as of the date hereof (i) Schedule II
hereto sets forth all of each New Grantor’s Copyright Licenses, (ii) Schedule
III hereto sets forth, in proper form for filing with the United States
Copyright Office, all of each New Grantor’s registered Copyrights (and all
applications therefor), (iii) Schedule IV hereto sets forth all of each
New Grantor’s Patent Licenses, (iv) Schedule V hereto sets forth, in
proper form for filing with the United States Patent and Trademark Office, all
of each New Grantor’s Patents (and all applications therefor), (v) Schedule
VI hereto sets forth all of each New Grantor’s Trademark Licenses and (vi) Schedule
VII hereto sets forth, in proper form for filing with the United States Patent
and Trademark Office, all of each New Grantor’s registered Trademarks (and all
applications therefor); (vii) Schedule VIII hereto sets forth the inventory
locations of the New Grantor; and (viii) Schedule IX hereto sets forth the
Deposit Accounts and Security Accounts of the New Grantor.


 


SECTION 5.  Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect.


 


SECTION 6.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW
YORK).


 


SECTION 7.  Any provision of this Supplement that is
prohibited or unenforceable


 


2

















 


in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and in the Security Agreement, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 8.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 10.02 of the Credit
Agreement.  All communications and
notices hereunder to each New Grantor shall be given to it in care of the Company
at the Company’s address set forth in Section 10.02 of the Credit
Agreement.


 


SECTION 9.  Each New Grantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


 


[remainder of page intentionally
left blank]


 


3

















 


IN
WITNESS WHEREOF, each New Grantor and the Administrative Agent have duly
executed this Supplement to the Security Agreement as of the day and year first
above written.


 


	
   

  	
  [NAME OF NEW GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,
  AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


SCHEDULE I

TO THE SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


COLLATERAL


 


	
  Legal Name

  	
   

  	
  Jurisdiction of Incorporation

  or Organization

  	
   

  	
  Location of Chief

  Executive Office

  and Principal

  Place of Business

  	
   

  	
  Type of

  Organization or Corporate

  Structure

  	
   

  	
  Federal Taxpayer

  Identification Number

  and Organizational

  Identification

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE II

TO SUPPLEMENT NO.       TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE III

TO SUPPLEMENT NO.   TO THE

SECURITY AGREEMENT


 


COPYRIGHT REGISTRATIONS AND APPLICATIONS


 


	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE IV

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE V

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


 PATENT REGISTRATIONS AND
APPLICATIONS


 

















 


SCHEDULE VI

TO SUPPLEMENT NO.       TO THE

SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


SCHEDULE VII

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK REGISTRATIONS AND APPLICATIONS


 


Domestic Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign Trademarks


 


	
  Registered Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE VIII

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


INVENTORY LOCATIONS


 

















 


SCHEDULE IX

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS


 
















 


ANNEX 2 TO THE

SECURITY AGREEMENT


 


SUPPLEMENT NO. [ ] dated as of [ ], to the Security
Agreement dated as of July 31, 2009, among CLEAN HARBORS, INC., a Massachusetts
corporation (the “Company”), each of the
subsidiaries of the Company listed on Annex A thereto or that becomes a party
hereto pursuant to Section 8.13 thereof (each such subsidiary being a “Subsidiary
Grantor” and, collectively, the “Subsidiary Grantors”; the
Subsidiary Grantors and the Company are referred to collectively as the “Grantors”), and BANK OF AMERICA, N.A., as collateral agent (the “Administrative
Agent”), pursuant to that certain Second Amended and Restated Credit
Agreement, dated as of July 31, 2009 (as amended, restated, supplemented
or modified from time to time, the “Credit Agreement”) among the
Company, the lenders from time to time party thereto (the “Lenders”),
and Bank of America, N.A., as administrative agent (the “Administrative
Agent”) on behalf of the Secured Parties and as Swing Line Lender and L/C
Issuer (each as defined in the Credit Agreement).


 


A.            Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Security Agreement.


 


B.            The Grantors have entered into the
Security Agreement in order to induce the Lenders to make Loans and the L/C
Issuer to issue Letters of Credit. Pursuant to Section 4.1(b) of the
Security Agreement, within 30 days after the end of each calendar quarter, each
Grantor has agreed to deliver to the Administrative Agent a written supplement
substantially in the form of Annex 2 thereto with respect to any additional
registrations and applications for Copyrights, Patents and Trademarks and any
material exclusive Licenses acquired by such Grantor after the date of the
Credit Agreement. The Grantors have identified the additional registrations and
applications for Copyrights, Patents and Trademarks and material exclusive
Licenses acquired by such Grantors after the date of the Credit Agreement set
forth on Schedule I, II,,III, IV, V, and VI hereto.  The undersigned Grantors are executing this
Supplement in order to facilitate supplemental filings to be made by the
Administrative Agent with the United States Copyright Office and the United
States Patent and Trademark Office of any registrations and applications for
Copyrights, Patents and Trademarks.


 


Accordingly,
the Administrative Agent and the Grantors agree as follows:


 


SECTION 1.  (a) Schedule 1 of the Security Agreement
is hereby supplemented, as applicable, by the information set forth in the
Schedule I hereto, (b) Schedule 2 of the Security Agreement is hereby
supplemented, as applicable, by the information set forth in the Schedule II
hereto, (c) Schedule 3 of the Security Agreement is hereby supplemented,
as applicable, by the information set forth in the Schedule III hereto, (d) Schedule
4 of the Security Agreement is hereby supplemented, as applicable, by the
information set forth in the Schedule IV hereto, (e) Schedule 5 of the
Security Agreement is hereby supplemented, as applicable, by the information
set forth in the Schedule V hereto, and (f) Schedule 6 of the Security
Agreement is hereby supplemented, as applicable, by the information set forth
in the Schedule VI hereto.


 


SECTION 2.  Each Grantor hereby represents and warrants
that the information 


 

















 


set forth on Schedules I, II, III, IV, V,
and VI hereto is true and correct.


 


SECTION 3.  This Supplement may be executed by one or
more of the parties to this Supplement on any number of separate counterparts
(including by facsimile or other electronic transmission), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Supplement signed by all the parties
shall be lodged with the Administrative Agent and the Company. This Supplement
shall become effective as to each Grantor when the Administrative Agent shall
have received counterparts of this Supplement that, when taken together, bear
the signatures of such Grantor and the Administrative Agent.


 


SECTION 4.  Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect.


 


SECTION 5.  THIS SUPPLEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK  (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTION 5-1401
AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW
YORK).


 


SECTION 6.  Any provision of this Supplement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and in the Security Agreement, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 7.  All notices, requests and demands pursuant
hereto shall be made in accordance with Section 8.2 of the Security Agreement.
All communications and notices hereunder to each Grantor shall be given to it
in care of the Company at the Company’s address set forth in Section 10.02
of the Credit Agreement.


 


SECTION 8.  Each Grantor agrees to reimburse the
Administrative Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and
disbursements of counsel for the Administrative Agent.


 


[remainder of
page intentionally left blank]


 


2

















 


IN
WITNESS WHEREOF, each Grantor and the Administrative Agent have duly executed
this Supplement to the Security Agreement as of the day and year first above
written.


 


	
   

  	
  [GRANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,
  AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE I

TO SUPPLEMENT NO.       TO THE

SECURITY AGREEMENT


 


COPYRIGHT LICENSES


 

















 


SCHEDULE II

TO SUPPLEMENT NO.       TO THE

SECURITY AGREEMENT


 


COPYRIGHT REGISTRATIONS


 


	
  Registered Owner/Grantor

  	
   

  	
  Title

  	
   

  	
  Registration

  Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


SCHEDULE III

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


PATENT LICENSES


 

















 


SCHEDULE IV

TO SUPPLEMENT NO.       TO THE

SECURITY AGREEMENT


 


PATENT REGISTRATIONS AND APPLICATIONS


 

















 


SCHEDULE V

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK LICENSES


 

















 


SCHEDULE VI

TO SUPPLEMENT NO.      TO THE

SECURITY AGREEMENT


 


TRADEMARK REGISTRATIONS AND APPLICATIONS


 


Domestic Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Foreign Trademarks


 


	
  Registered

  Owner/Grantor

  	
   

  	
  Trademark

  	
   

  	
  Registration

  No.

  	
   

  	
  Application

  No.

  	
   

  	
  Country

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 
















 


ANNEX 3 TO THE


SECURITY AGREEMENT


 


GRANT OF


SECURITY INTEREST IN [TRADEMARK/PATENT/COPYRIGHT] RIGHTS


 


This GRANT OF SECURITY INTEREST IN [TRADEMARK/ PATENT/ COPYRIGHT]
RIGHTS (“Agreement”), effective as of [    ], 2009 is made
by [    ], a [state] [form of entity], located at [           ] (the “Grantor”), in favor of Bank
of America, N.A., as Administrative Agent (the “Agent”) pursuant to that
certain Second Amended and Restated Credit Agreement, dated as of July 31,
2009 (as amended, restated, supplemented or modified from time to time, the “Credit
Agreement”) among the Clean Harbors, Inc. (the “Company”), the
lenders from time to time party thereto (the “Lenders”), and Bank of
America, N.A., as administrative agent (the “Administrative Agent”) on
behalf of the Secured Parties and as Swing Line Lender and L/C Issuer (each as
defined in the Credit Agreement).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Credit Agreements, the Lenders have agreed to
make Loans and the L/C Issuer has agreed to issue Letters of Credit upon the
terms and subject to the conditions set forth therein; and


 


WHEREAS, in connection with the Credit Agreement, the Grantor and
certain other subsidiaries of the Company have executed and delivered a
Security Agreement, dated as of July 31, 2009, in favor of the Agent
(together with all amendments and modifications, if any, from time to time
thereafter made thereto, the “Security Agreement”);


 


WHEREAS, pursuant to the Security Agreement, the Grantor pledged and
granted to the Agent for the benefit of the Secured Parties, a security
interest in all of the Grantor’s Intellectual Property, including the
[Trademarks/Patents/Copyrights]; and


 


WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Agreement;


 


NOW THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in order to induce the Lenders to make Loans
and the L/C Issuer to issue Letters of Credit pursuant to the Credit Agreement,
the Grantor agrees, for the benefit of the Secured Parties, as follows:


 


1.             Definitions.  Unless otherwise defined herein or the
context otherwise requires, terms used in this Agreement, including its
preamble and recitals, have the meanings provided or provided by reference in
the Credit Agreement and the Security Agreement.


 


2

















 


2.             Grant of Security Interest.  The Grantor hereby pledges and grants a
security interest in, and agrees to assign, transfer and convey, upon demand
made upon and during occurrence of an Event of Default, all of the Grantor’s
right, title and interest in, to and under the [Trademarks/Patents/Copyrights]
(including, without limitation, those items listed on Schedule A hereto)
(collectively, the “Collateral”), to the Agent for the benefit of the
Agent and the Secured Parties to secure payment, performance and observance of
the Obligations.


 


3.             Purpose.  This Agreement has been executed and
delivered by the Grantor for the purpose of recording the grant of security interest
herein with the United States [Patent and Trademark][Copyright] Office.  The security interest granted hereby has been
granted to the Secured Parties in connection with the Security Agreement and is
expressly subject to the terms and conditions thereof.  The Security Agreement (and all rights and
remedies of the Secured Parties thereunder) shall remain in full force and
effect in accordance with its terms.


 


4.             Acknowledgment.  The Grantor does hereby further acknowledge
and affirm that the rights and remedies of the Secured Parties with respect to
the security interest in the Collateral granted hereby are more fully set forth
in the Security Agreement and the other Collateral Documents, the terms and
provisions of which (including the remedies provided for therein) are
incorporated by reference herein as if fully set forth herein.  In the event of any conflict between the
terms of this Agreement and the terms of the Security Agreement, the terms of
the Security Agreement shall govern.


 


5.            Counterparts.  This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which
together constitute one and the same original.


 


[remainder of page intentionally left blank]


 


3

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.


 


	
   

  	
  [        ]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  	
   

  
	
   

  	
  as Administrative Agent for the Secured Parties

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


4

















 


SCHEDULE A


 


U.S. [Patent/Trademark/Copyright]
Registrations and Applications


 


[For Patents:]


 


	
  Patent

  	
   

  	
  Patent or Application Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


[For Trademarks:]


 


	
  Trademark

  	
   

  	
  Registration or Serial Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


[For Copyrights:]


 


	
  Copyright

  	
   

  	
  Registration Number