exv4w2






Exhibit 4.2



THE LIEN CREATED BY THIS AGREEMENT ON THE PROPERTY DESCRIBED HEREIN IS JUNIOR AND SUBORDINATE TO
THE LIEN ON SUCH PROPERTY CREATED BY ANY SIMILAR INSTRUMENT NOW OR HEREAFTER GRANTED TO THE FIRST
PRIORITY REPRESENTATIVE AND/OR THE SECOND LIEN COLLATERAL AGENT, AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS, IN SUCH PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF (1) THAT CERTAIN INTERCREDITOR
AGREEMENT DATED AS OF AUGUST 4, 2009 AMONG BANK OF AMERICA, N.A., AS FIRST PRIORITY ADMINISTRATIVE
AGENT AND FIRST PRIORITY COLLATERAL AGENT, CREDIT SUISSE, AS SECOND LIEN COLLATERAL AGENT, U.S.
BANK NATIONAL ASSOCIATION, AS THIRD LIEN COLLATERAL AGENT, AND THE LOAN PARTIES REFERRED TO
THEREIN, AS AMENDED FROM TIME TO TIME AND (2) THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF
AUGUST 4, 2009 AMONG CREDIT SUISSE, AS SECOND LIEN COLLATERAL AGENT, U.S. BANK NATIONAL
ASSOCIATION, AS THIRD LIEN COLLATERAL AGENT, AND THE LOAN PARTIES REFERRED TO THEREIN, AS AMENDED
FROM TIME TO TIME.




SECURITY AGREEMENT




     THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of August 4, 2009, is
made by and among COMMERCIAL VEHICLE GROUP, INC., a Delaware corporation (the “Company”),
CABARRUS PLASTICS, INC., a North Carolina corporation, CVG CS LLC, a Delaware limited liability
company, CVG MANAGEMENT CORPORATION, a Delaware corporation, CVG LOGISTICS LLC, a Delaware limited
liability company, CVG EUROPEAN HOLDINGS, LLC, a Delaware limited liability company, CVG OREGON,
LLC, a Delaware limited liability company, CVS HOLDINGS, INC., a Delaware corporation, MAYFLOWER
VEHICLE SYSTEMS, LLC, a Delaware limited liability company, MONONA CORPORATION, a Delaware
corporation, MONONA WIRE CORPORATION, an Iowa corporation, MONONA (MEXICO) HOLDINGS LLC, an
Illinois limited liability company, NATIONAL SEATING COMPANY, a Delaware corporation, SPRAGUE
DEVICES, INC., a Delaware corporation, TRIM SYSTEMS, INC., a Delaware corporation, TRIM SYSTEMS
OPERATING CORP., a Delaware corporation, each of the other entities which becomes a party hereto
pursuant to Section 9.14 hereof (each of the foregoing, including the Company, a
“Grantor” and collectively, the “Grantors”), and U.S. BANK NATIONAL ASSOCIATION, as
collateral agent for the Holders (as defined below) and the Trustee (as defined below) (in such
capacity and together with any successor collateral agent, the “Collateral Agent”).



RECITALS




     A Pursuant to that certain Indenture, dated as of the date hereof (as amended, amended and
restated, supplemented, restated or otherwise modified from time to time, the “Indenture”),
among the Grantors, and U.S. Bank National Association, as the trustee thereunder (in such
capacity, the “Trustee”), (i) the Company has agreed to issue certain notes (such notes,
together with all other notes issued under the Indenture and notes issued in exchange therefor, the
“Notes”) (the holders of the Notes (and their successors and permitted assignees) are
herein called the “Holders”) and (ii) the Grantors (other than the Company) have agreed to
guarantee to obligations of the Company under the Notes, in each case upon the terms and subject to
the conditions set forth therein.



 









 





     B. Pursuant to the Indenture, all of the obligations of the Grantors under the Indenture shall
be secured as provided in this Security Agreement, subject to the terms, conditions, and provisions
of the Intercreditor Agreements (as defined below).



     C. Each Grantor will obtain benefits from the purchase of the Notes by the Holders from the
Company and, accordingly, each Grantor desires to execute this Security Agreement in order to
satisfy the condition described in the preceding paragraph and to induce the Holders to purchase
the Notes from the Company.



AGREEMENT




     NOW, THEREFORE, in consideration of the above recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each of the Grantors
hereby agree with the Collateral Agent as follows:



     SECTION 1. Definitions and Interpretation. When used in this Security Agreement, the
following terms shall have the following respective meanings:



     “Account” as defined in the UCC, including all rights to payment for goods sold or
leased, or for services rendered.



     “Account Debtor” a Person who is obligated under an Account, Chattel Paper or General
Intangible.



     “Bankruptcy Code” Title 11 of the United States Code, as amended from time to time or
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect.



     “Company” as defined in the preamble to this Security Agreement.



     “Collateral” all Property described in Section 2.1, all Property described in
any Security Documents as security for any Secured Obligations, and all other Property that now or
hereafter secures any Secured Obligations; provided, that, in no event shall the term “Collateral”
include any Excluded Collateral.



     “Copyright Security Agreement” each copyright security agreement pursuant to which a
Grantor grants to the Collateral Agent, for the benefit of the Secured Parties, a Lien on such
Grantor’s interests in its copyrights, as security for the Secured Obligations.



     “Distribution” (1) the declaration or payment of any dividends or any other
distributions of any sort in respect of any Equity Interest (including any payment in connection
with any merger or consolidation) or similar payment to the direct or indirect holders of any
Equity Interest (other than (A) dividends or distributions payable solely in Equity Interests, (B)
dividends or distributions payable solely to a Grantor and (C) pro rata dividends or other
distributions made by a subsidiary that is not a wholly owned subsidiary to minority stockholders
(or owners of an equivalent interest in the case of a subsidiary that is an entity other than a
corporation)); or (2) the purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value of any Equity Interest, including in connection with any merger or
consolidation and including the exercise of any option to exchange any Equity Interest.



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     “Dominion Account” a special account established by the Grantors at Bank of America,
N.A. or another bank acceptable to the First Priority Representative, over which the Collateral
Agent (or the First Lien Collateral Agent or the Second Lien Collateral Agent, in each case on
behalf of the Collateral Agent) has control (as defined in the UCC).



     “Equity Interest” the interest of any (a) shareholder in a corporation, company, or
beneficial interests in a trust or other equity ownership interest of a Person and any warrants,
options, or other rights entitling the holder thereof to purchase or acquire any such equity
interest; (b) partner in a partnership (whether general, limited, limited liability or joint
venture); (c) member in a limited liability company; or (d) other Person having any other form of
equity security or ownership interest.



     “Event of Default” the occurrence or existence of any “Event of Default” under and as
defined in the Indenture.



     “First Lien Intercreditor Agreement” the Intercreditor Agreement, dated on or about
the date hereof, by and among the Company, the Subsidiary Guarantors party thereto from time to
time, the First Priority Representative, the Second Lien Collateral Agent and the Third Lien
Collateral Agent, as amended, amended and restated, supplemented, restated or otherwise modified
from time to time.



     “First Priority Obligations” shall have the meaning assigned thereto in the First Lien
Intercreditor Agreement.



     “First Priority Representative” has the meaning set forth in the First Lien
Intercreditor Agreement.



     “Foreign Subsidiary” a Subsidiary that is a “controlled foreign corporation” under
Section 957 of the Code.



     “Governmental Approvals” all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and required reports to, all Governmental
Authorities.



     “Governmental Authority” any federal, state, municipal, foreign or other governmental
department, agency, commission, board, bureau, court, tribunal, instrumentality, political
subdivision, local authority, council, regulatory body or other entity or officer exercising
executive, legislative, judicial, regulatory or administrative functions for or pertaining to any
government or court, in each case whether associated with the United States, a state, district or
territory thereof or a foreign entity or government.



     “Intellectual Property” all intellectual and similar Property of a Person, including
inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets,
confidential or proprietary information, customer lists, know-how, design rights, software and
databases; all embodiments or fixations thereof and all related documentation, applications,
registrations and franchises; all licenses or other rights to use any of the foregoing; and all
books and records relating to the foregoing.



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     “Intellectual Property Claim” any claim or assertion (whether in writing, by suit or
otherwise) that a Grantor’s or its Subsidiary’s ownership, use, marketing, sale or distribution of
any Inventory, Equipment, Intellectual Property or other Property violates another Person’s
Intellectual Property.



     “Intercreditor Agreements” collectively, the First Lien Intercreditor Agreement and
the Second Lien Intercreditor Agreement.



     “License” any license or agreement under which a Grantor is authorized to use
Intellectual Property in connection with (a) any manufacture, marketing, distribution or
disposition of Collateral, (b) any use of Property or (c) any other conduct of its business.



     “Licensor” any Person from whom a Grantor obtains the right to use any Intellectual
Property.



     “Lien Waiver” an agreement, in form and substance reasonably satisfactory to the First
Priority Representative, by which (a) for any Collateral located on leased premises, the lessor
waives or subordinates any Lien it may have on the Collateral, and agrees to permit the Collateral
Agent to enter upon the premises and remove the Collateral or to use the premises to store or
dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper,
customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the
Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for
the First Priority Representative or Second Lien Collateral Agent on behalf of the Collateral
Agent, as applicable,, and agrees to deliver the Collateral to the First Priority Representative
promptly following request; (c) for any Collateral held by a repairman, mechanic or bailee, such
Person acknowledges the Collateral Agent’s Lien, waives or subordinates any Lien it may have on the
Collateral, and agrees to deliver the Collateral to the First Priority Representative or Second
Lien Collateral Agent on behalf of the Collateral Agent, as applicable, promptly following
request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the
Licensor grants to the First Priority Representative or Second Lien Collateral Agent on behalf of
the Collateral Agent, as applicable, the right, vis-à-vis such Licensor, to enforce the Collateral
Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit
of the Intellectual Property, whether or not a default exists under any applicable License.
Notwithstanding anything to the contrary, any Lien Waiver acceptable to the First Priority
Representative shall satisfy the terms of “Lien Waiver.”



     “Material Adverse Effect” the effect of any event or circumstance that, taken alone or
in conjunction with other events or circumstances, (a) has or could be reasonably expected to have
a material adverse effect on the business, operations, Properties or financial condition of the
Grantors, taken as a whole, on the value of a material portion of the Collateral, on the
enforceability of the Note Documents, or on the validity or priority of the Collateral Agent’s
Liens on the Collateral; (b) materially impairs the ability of any Grantor to perform any
obligations under the Note Documents, including repayment of any Secured Obligations; or (c)
otherwise impairs the ability of the Collateral Agent or any Holder to enforce or collect any
Secured Obligations or to realize upon any Collateral.



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     “Material Contract” any agreement or arrangement to which a Grantor is party (other
than the Note Documents) for which breach, termination, nonperformance or failure to renew could
reasonably be expected to have a Material Adverse Effect.



     “Mortgage” each mortgage, fixed charge, deed of trust or deed to secure debt pursuant
to which a Grantor grants to the Collateral Agent, for the benefit of Secured Parties, a Lien upon
the Real Estate owned by such Grantor, as security for the Secured Obligations.



     “Organic Documents” with respect to any Person, as applicable, its charter,
certificate or articles of incorporation, bylaws, articles of organization, articles of
association, memorandum, limited liability agreement, operating agreement, members agreement,
shareholders agreement, partnership agreement, certificate of partnership, certificate of
formation, voting trust agreement, or similar agreement or instrument governing the formation or
operation of such Person.



     “Patent Security Agreement” each patent security agreement pursuant to which a Grantor
grants to the Collateral Agent, for the benefit of the Secured Parties, a Lien on such Grantor’s
interests in its patents, as security for the Secured Obligations.



     “Payment Item” each check, draft or other item of payment payable to a Grantor,
including those constituting proceeds of any Collateral.



     “Property” any interest in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible.



     “Real Estate” all right, title and interest (whether as owner, lessor or lessee) in
any real Property or any buildings, structures, parking areas or other improvements thereon.



     “Related Real Estate Documents” with respect to any Real Estate subject to a Mortgage,
the following, in form and substance reasonably satisfactory to the First Priority Representative:
(a) a mortgagee title policy (or binder therefor) covering the Collateral Agent’s interest under
the Mortgage, in a form and amount and by an insurer acceptable to the Collateral Agent, which must
be fully paid on such effective date; (b) such assignments of leases, estoppel letters, attornment
agreements, consents, waivers and releases as the Collateral Agent may request with respect to
other Persons having an interest in the Real Estate; (c) a current, as-built survey of the Real
Estate, containing a metes-and-bounds property description and flood plain certification, and
certified by a licensed surveyor; (d) flood insurance in an amount, with endorsements and by an
insurer reasonably acceptable to the First Priority Representative, if the Real Estate is within a
flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser acceptable to the
Collateral Agent, and in form and substance satisfactory to Holders of at least a majority in
principal amount of the Notes then outstanding; (f) if available, an environmental assessment,
prepared by environmental engineers acceptable to the Collateral Agent, and accompanied by such
reports, certificates, studies or data as the Collateral Agent may reasonably request, which shall
all be in form and substance satisfactory to the Holders of at least a majority in principal amount
of the Notes then outstanding; and (g) an environmental agreement and such other documents,
instruments or agreements as the Collateral Agent may reasonably require with respect to any
environmental risks regarding the Real Estate. Notwithstanding anything to the



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contrary, any Related Real Estate Documents acceptable to the First Priority Representative
shall satisfy the terms of “Related Real Estate Documents.”



     “Restrictive Agreement” an agreement (other than a Note Document) that conditions or
restricts the right of any Grantor to incur or repay Indebtedness, to grant Liens on any assets, to
declare or make Distributions, to modify, extend or renew any agreement evidencing Indebtedness, or
to repay any intercompany Indebtedness.



     “Second Lien Intercreditor Agreement” the Intercreditor Agreement, dated as of the
Issue Date, by and among the Company, the Subsidiary Guarantors party thereto, the Second Lien
Collateral Agent and the Third Lien Collateral Agent, as amended, amended and restated,
supplemented, restated or otherwise modified from time to time.



     “Second Priority Obligations” shall have the meaning assigned thereto in the First
Lien Intercreditor Agreement.



     “Secured Obligations” shall mean and include all Obligations (as defined in the
Indenture) of each of the Grantors under the Indenture and each of the other Note Documents,
including, without limitation, interest that accrues after the commencement of any bankruptcy or
other insolvency proceeding by or against such Grantor.



     “Security Agreement” this Security Agreement and all exhibits and schedules hereto, as
the same may from time to time be amended, modified, supplemented or restated.



     “Secured Parties” the Collateral Agent, the Trustee, and the Holders.



     “Trademark Security Agreement” each trademark security agreement pursuant to which a
Grantor grants to the Collateral Agent, for the benefit of the Secured Parties, a Lien on such
Grantor’s interests in trademarks, as security for the Secured Obligations.



     “UCC” the Uniform Commercial Code as the same may, from time to time, be in effect in
the State of New York; provided, however, in the event that, by reason of mandatory
provisions of Governmental Rules, any or all of the attachment, perfection or priority of the
Collateral Agent’s security interest in any collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of definitions related
to such provisions.



     Unless otherwise defined herein, all other capitalized terms used herein and defined in the
Indenture shall have the respective meanings given to those terms in the Indenture, and all terms
defined in the UCC shall have the respective meanings given to those terms in the UCC. The rules
of interpretation set forth in Article I of the Indenture shall, to the extent not inconsistent
with the terms of this Security Agreement, apply to this Security Agreement and are hereby
incorporated by reference.



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     SECTION 2. Collateral.



          2.1 Grant of Security Interest. To secure the prompt payment and performance of all
Secured Obligations, each Grantor hereby grants to the Collateral Agent for the benefit of Secured
Parties, a continuing security interest in and Lien upon all Property of such Grantor, including
all of the following Property, whether now owned or hereafter acquired, and wherever located:




               (a) all Accounts;



               (b) all Chattel Paper, including electronic chattel paper;



               (c) all Commercial Tort Claims listed on Schedule 2.1 (as amended from time to time);



               (d) all Deposit Accounts;



               (e) all Documents;



               (f) all General Intangibles, including Intellectual Property (excluding intent to use
trademark applications and contracts that prohibit the granting of security interests or
encumbrances);



               (g) all Goods, including Inventory, Equipment and fixtures;



               (h) all Instruments;



               (i) all Investment Property;



               (j) all Letter-of-Credit Rights;



               (k) all Supporting Obligations;



               (l) all monies, whether or not in the possession or under the control of the Collateral Agent,
the Trustee, a Holder, or a bailee or Affiliate of the Collateral Agent, the Trustee or a Holder;



               (m) all accessions to, substitutions for, and all replacements, products, and cash and
non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to
insurance policies, and claims against any Person for loss, damage or destruction of any
Collateral; and



               (n) all books and records (including customer lists, files, correspondence, tapes, computer
programs, print-outs and computer records) pertaining to the foregoing.


Notwithstanding the foregoing, in no event shall any of the following Property be subject to the
grant of security pursuant to this Section 2.1 or otherwise constitute Collateral: (i) all
motor vehicles and other assets the perfection of a security interest in which is excluded from the
UCC


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in the relevant jurisdiction; (ii) any General Intangible or other rights arising under contracts,
Instruments, licenses, license agreements (including Licenses) or other documents, to the extent
(and only to the extent) that the grant of a security interest would (x) constitute a violation of
a restriction in favor of a third party on such grant, unless and until any required consents shall
have been obtained, (y) give any other party the right to terminate its obligations thereunder, or
(z) violate any law, provided, however, that (1) any portion of any such General
Intangible or other right shall cease to be excluded pursuant to this clause (ii) at the time and
to the extent that the grant of a security interest therein does not result in any of the
consequences specified above and (2) the limitation set forth in this clause (ii) above shall not
affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this
Security Agreement in any such General Intangible or other right, to the extent that an otherwise
applicable prohibition or restriction on such grant is rendered ineffective by any applicable law,
including the UCC, (iii) Property (and proceeds thereof) owned by any Grantor on the date hereof or
hereafter acquired that is subject to a Lien securing a purchase money obligation or Capital Lease
Obligation permitted to be incurred pursuant to the Indenture, for so long as the contract or other
agreement in which such Lien is granted (or the documentation providing for such purchase money
obligation or Capital Lease Obligation) validly prohibits the creation of any other Lien on such
Property; (iv) applications filed in the United States Patent and Trademark Office to register
trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or
service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has
been filed and accepted, whereupon such applications shall be automatically subject to the Lien
granted herein and deemed included in the Collateral; (v) any property or assets to the extent that
such grant of a security interest is prohibited by any applicable law, or requires a consent not
obtained of any Governmental Authority pursuant to such applicable law; (vi) more than 65% of the
Equity Interests of any Foreign Subsidiary which represent Voting Stock to the extent a greater
percentage would result in adverse tax consequences to the Grantors; (vii) all tax, payroll,
employee benefit, fiduciary and trust accounts; or (viii) accounts receivable and any assets
related thereto owned by a Recevables Subsidiary or which the Company or its Subsidiaries have
agreed to transfer to a Receivables Subsidiary (clauses (i) through (viii) collectively, the
“Excluded Collateral”). Furthermore, any assets or Property constituting “Excluded
Collateral” are expressly excluded from each term used in the definition of Collateral (and any
component definition thereof).




          2.2 Lien on Deposit Accounts. To further secure the prompt payment and performance of
all Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of
Secured Parties, a continuing security interest in and Lien upon all amounts credited to any
Deposit Account of such Grantor, including any sums in any blocked or lockbox accounts or in any
accounts into which such sums are swept.




          2.3 Real Estate Collateral.




               (a) Lien on Real Estate. The Secured Obligations shall also be secured by Mortgages
upon all owned Real Estate owned by the Grantors, as listed on Schedule 2.3(a) hereto. The
Mortgages shall be duly recorded, at Company’s expense, in each office where such recording is
required to constitute a fully perfected Lien on the Real Estate covered thereby. If any Grantor
acquires any owned Real Estate hereafter, such Grantor shall, promptly notify the Collateral Agent
of such acquisition and shall, within 45 days of the Second Lien



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Collateral Agent’s or the First Priority Representative’s request, execute, deliver and record
a Mortgage sufficient to create a third priority Lien (subject to Permitted Liens) in favor of the
Collateral Agent on such Real Estate, and shall promptly deliver all Related Real Estate Documents.



               (b) Collateral Assignment of Leases. To further secure the prompt payment and
performance of all Secured Obligations, each Grantor hereby grants a security interest and
collaterally assigns to the Collateral Agent, for the benefit of the Secured Parties, all of such
Grantor’s right, title and interest in, to and under all now or hereafter existing leases of real
Property to which such Grantor is a party, whether as lessor or lessee, and all extensions,
renewals, modifications and proceeds thereof; provided, however, the foregoing provision
shall exclude any real Property lease (i) in which such Grantor is expressly prohibited from
assigning or transferring its right, title and interest to such real Property lease or (ii) in
which such collateral assignment or grant of security interest would cause a default thereunder, a
loss of rights by such Grantor therein or thereunder or an increase in the obligations of such
Grantor (other than an obligation to provide notice or other ministerial acts); provided,
further that in the event consent is obtained for such assignment and/or transfer, upon the
granting of the consent, the real Property lease so excluded from this collateral assignment shall,
by virtue of this proviso (without any act or delivery by any Person), be then subject to the
collateral assignment set forth in this Section 2.3(b).



          2.4 Other Collateral.




               (a) Commercial Tort Claims. The Grantors shall promptly notify the Collateral Agent
in writing if any Grantor obtains knowledge that it holds a Commercial Tort Claim (other than, as
long as no Default or Event of Default exists, a Commercial Tort Claim for less than $1,000,000)
and, upon the Second Lien Collateral Agent’s or the First Priority Representative’s request, shall
promptly take such actions as the Second Lien Collateral Agent or the First Priority
Representative, as applicable, requests to confer upon the Collateral Agent (for the benefit of
Secured Parties) a duly perfected Lien (subject to Permitted Liens) upon such claim.



               (b) Certain After-Acquired Collateral. The Grantors shall promptly notify the
Collateral Agent in writing if, after the date hereof, any Grantor obtains any interest in any
Collateral consisting of Deposit Accounts, Chattel Paper, Documents, Instruments, Investment
Property or Letter-of-Credit Rights, and, upon the Second Lien Collateral Agent’s or the First
Priority Representative’s request, shall promptly take such actions as the Second Lien Collateral
Agent or the First Priority Representative, as applicable, requests to effect the Collateral
Agent’s duly perfected third priority Lien (subject to Permitted Liens) upon such Collateral (which
is not yet subject to a Lien in favor of the Collateral Agent), including obtaining any appropriate
possession, control agreement or Lien Waiver (or by providing such possession to the First Priority
Representative or Second Lien Collateral Agent on behalf of the Collateral Agent, as applicable).
Grantors shall provide the Collateral Agent, on a quarterly basis, notification of any Intellectual
Property or rights therein obtained since the last day of the previous fiscal quarter, including
the owner of such Intellectual Property and a detailed description thereof. If any Collateral
(other than (i) Property in transit among locations of the Grantors, (ii) Inventory out for
processing, and (iii) Property out for repair or refurbishment or



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Property in the possession of employees in the ordinary course of business, in each case with
respect to this clause (iii), valued at less then $500,000), is in the possession of a third party,
at the Collateral Agent’s request, the Grantors shall use commercially reasonable efforts to obtain
an acknowledgment that such third party holds the Collateral for the benefit of the Collateral
Agent.



          2.5 No Assumption of Liability. The Lien on Collateral granted hereunder is given as
security only and shall not subject the Collateral Agent or any Holder to, or in any way modify,
any obligation or liability of the Grantors relating to any Collateral.




          2.6 Further Assurances. Promptly following written request, each Grantor shall
deliver such instruments, collateral assignments, or other documents or agreements, and shall take
such actions, as the Collateral Agent requests under applicable law to evidence or perfect its Lien
on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each
Grantor authorizes the Collateral Agent to file any financing statement that indicates the
Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect.




          2.7 Foreign Subsidiary Stock. The Collateral shall include only 65% of the Voting
Stock of any Foreign Subsidiary.




SECTION 3. Collateral Administration.




          3.1 Administration of Accounts.




               (a) Account Verification. Whether or not a Default or Event of Default exists, the
Collateral Agent shall have the right at any time, in the name of the Collateral Agent, any
designee of the Collateral Agent or any Grantor, to verify the validity, amount or any other matter
relating to any Accounts of the Grantors by mail, telephone or otherwise. Each Grantor shall
cooperate fully with the Collateral Agent in an effort to facilitate and promptly conclude any such
verification process.



               (b) Maintenance of Dominion Account. Each Grantor shall maintain Dominion Accounts
pursuant to lockbox or other arrangements reasonably acceptable to the Collateral Agent. Each
Grantor shall obtain an agreement (in form and substance reasonably satisfactory to the Collateral
Agent or the First Priority Representative, as applicable) from each lockbox servicer and Dominion
Account bank, establishing the Collateral Agent’s (or the First Priority Representative’s or Second
Lien Collateral Agent’s, as applicable) control over and Lien in the lockbox or Dominion Account,
which shall be exercised at all times, requiring immediate deposit of all remittances received in
the lockbox to a Dominion Account, and waiving or subordinating offset rights of such servicer or
bank, except for customary administrative charges; provided, however, that upon the upon the
occurrence of the First Priority Obligations Payment Date, the agreements from each lockbox
servicer and Dominion Account bank, establishing the Collateral Agent’s control over and Lien in
the lockbox or Dominion Account shall be amended and restated such that the lockboxes and Dominion
Accounts are no longer subject to a complete blockage and the Collateral Agent shall not sweep any
proceeds in such lockbox or Dominion Account unless an Event of Default shall have occurred and be
continuing. The Grantors may



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maintain a balance of no more than $500,000 at any time in its master disbursement account.
The Collateral Agent and the Holders assume no responsibility to the Grantors for any lockbox
arrangement or Dominion Account, including any claim of accord and satisfaction or release with
respect to any Payment Items accepted by any bank.



               (c) Proceeds of Collateral. The Grantors shall request in writing and otherwise take
all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are
made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Grantor
or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in
trust for the Collateral Agent and promptly (not later than the next Business Day) deposit same
into a Dominion Account. Notwithstanding anything to the contrary contained herein, the Grantors
shall be entitled to maintain amounts of cash and Temporary Cash Investments in petty cash (in an
aggregate amount for all such accounts not to exceed $500,000), trust, tax, employee benefit and
payroll accounts which are not Dominion Accounts.



          3.2 Administration of Inventory.




               (a) Records and Reports of Inventory. Each Grantor shall keep accurate and complete
records of its Inventory, including costs and daily withdrawals and additions, and shall submit to
the Collateral Agent inventory and reconciliation reports in form satisfactory to the Collateral
Agent, on such periodic basis as the Collateral Agent may request. Each Grantor shall conduct a
physical inventory in time and manner consistent with such Grantor’s past practices (and on a more
frequent basis if requested by the Collateral Agent when an Event of Default exists) and periodic
cycle counts consistent with historical practices, and shall provide to the Collateral Agent a
report based on each such inventory and count promptly upon completion thereof, together with such
supporting information as the Collateral Agent may request. The Collateral Agent may participate
in and observe each physical count; provided, that so long as no Event of Default is
continuing, the Collateral Agent shall be reimbursed for its reasonable charges, costs and expenses
in connection with its participation in and observance of a physical count only once per calendar
year. During an Event of Default, all reasonable charges, costs and expenses in connection with
Collateral Agent’s participations in and observances of physical counts shall be reimbursed by
Grantors without regard to the limits in the immediately preceding sentence. Notwithstanding
anything to the contrary contained in this Section 3.2(a), the Grantors’ obligations under
this paragraph to prepare and deliver any reports, schedules or supporting information may be
satisfied by the prompt delivery by the Company to the Collateral Agent of the comparable schedules
delivered to the First Priority Representative or Second Lien Collateral Agent, as applicable,
pursuant to the Credit Agreement or Second Lien Term Loan Agreement, as applicable.



               (b) Acquisition, Sale and Maintenance. Each Grantor shall take all steps to assure
that all Inventory is produced in accordance with applicable law, including the Fair Labor
Standards Act of 1938, in each case except to the extent failure to comply with any applicable law
could not result in a Material Adverse Effect. No Grantor shall sell any Inventory on consignment
or approval or any other basis under which the customer may return or require a Grantor to
repurchase such Inventory, except in the ordinary course of business. Each Grantor shall use,
store and maintain all Inventory with reasonable care and caution, in accordance with



11









 







applicable standards of any insurance and in conformity in all material respects with all
applicable law and shall make current rent payments (within applicable grace periods provided for
in leases) at all location where any material portion of the Collateral is located.



          3.3 Administration of Equipment.




               (a) Records and Schedules of Equipment. Each Grantor shall keep accurate and complete
records of its Equipment, including kind, quantity, cost, acquisitions and dispositions thereof,
and shall submit to the Collateral Agent, on such periodic basis as the Second Lien Collateral
Agent or First Priority Representative may request, a current schedule thereof, in form and
containing such detail as is satisfactory to the Second Lien Collateral Agent or First Priority
Representative. Promptly upon request, each Grantor shall deliver to the Collateral Agent evidence
of their ownership or interests in any Equipment. Notwithstanding anything to the contrary
contained in this Section 3.3(a), the Grantors’ obligations under this paragraph to prepare
and deliver any reports, schedules or supporting information may be satisfied by the prompt
delivery by the Company to the Collateral Agent of the comparable schedules delivered to the First
Priority Representative or the Second Lien Collateral Agent, as applicable, pursuant to the Credit
Agreement or Second Lien Term Loan Agreement, as applicable.



               (b) [Reserved].



               (c) Condition of Equipment. The Equipment is in satisfactory operating condition and
repair, and all necessary replacements and repairs have been made so that the value and operating
efficiency of the Equipment is preserved at all times, reasonable wear, tear, casualty and
condemnation excepted. No Grantor shall permit any Equipment to become affixed to real Property
unless any landlord or mortgagee delivers a Lien Waiver.



          3.4 Administration of Deposit Accounts. Schedule 3.4 sets forth all Deposit
Accounts maintained by the Grantors, including all Dominion Accounts as of the date hereof.
Subject to Section 3.1(b), each Grantor shall take all actions necessary to establish the
Collateral Agent’s control (or the First Lien Collateral Agent’s control or the Second Lien
Collateral Agent’s control, in each case on behalf of Collateral Agent) of each such Deposit
Account (other than an account exclusively used for payroll, payroll taxes, taxes, or employee
benefits, or an account containing not more that $10,000 at any time (subject to the limitations in
Section 3.1(c))). Each Grantor shall be the sole account holder of each Deposit Account
and shall not allow any other Person (other than the Collateral Agent, First Lien Collateral Agent
and Second Lien Collateral Agent) to have control over a Deposit Account or any Property deposited
therein. Each Grantor shall promptly notify the Collateral Agent of any opening or closing of a
Deposit Account and, with the consent of the Collateral Agent, will amend Schedule 3.4 to
reflect same; provided, however, that to the extent the First Priority Representative consents to
the amendment of the corresponding schedule in the Credit Agreement, the Collateral Agent’s consent
shall be deemed given hereunder.




          3.5 General Provisions.




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               (a) Location of Collateral. All tangible items of Collateral, other than Property (i)
in transit, (ii) out for processing, or (iii) out for repair, refurbishment, processing, or in the
possession of employees in the ordinary course of business and in each case with respect to this
clause (iii) valued at less than $500,000, shall at all times other than in the ordinary course of
business be kept by the Grantors at the business locations set forth in Schedule 3.5 (as
amended from time to time) except that the Grantors may (a) make sales or other dispositions of
Collateral in accordance with Section 4.06 of the Indenture; and (b) (i) move Collateral to
any location in the United States, and (ii) move Collateral located in the United Kingdom or member
state of the European Union to another location in the United Kingdom, member state of the European
Union or the United States, in each case upon five Business Days prior written notice to the
Collateral Agent.



               (b) Insurance of Collateral; Condemnation Proceeds.



                    (i) Each Grantor shall maintain insurance with respect to the Collateral, covering casualty,
hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with
insurers (with a Best Rating of at least A7, unless otherwise approved by the Collateral Agent)
satisfactory to the Collateral Agent. The Collateral Agent agrees that the insurance maintained by
each Grantor on the date hereof satisfies this Section 3.5(b). All proceeds under each
policy shall be payable to the Collateral Agent. From time to time upon request, the Grantors
shall promptly following such request, deliver to the Collateral Agent the certified copies of
their respective insurance policies and updated flood plain searches. Unless the Collateral Agent
shall agree otherwise, each policy shall include satisfactory endorsements (i) showing the
Collateral Agent as loss payee; (ii) to the extent available requiring 30 days prior written notice
to the Collateral Agent in the event of cancellation of the policy for any reason whatsoever; and
(iii) to the extent available specifying that the interest of the Collateral Agent shall not be
impaired or invalidated by any act or neglect of any Grantor or the owner of the Property, nor by
the occupation of the premises for purposes more hazardous than are permitted by the policy. If
any Grantor fails to provide and pay for any insurance, the Collateral Agent may, at its option,
but shall not be required to, procure the insurance and charge the Grantors therefor. Each Grantor
agrees to deliver to the Collateral Agent, promptly as rendered, copies of all reports made to
insurance companies. While no Event of Default exists, any Grantor may settle, adjust or
compromise any insurance claim as long as the proceeds are delivered to the Collateral Agent to the
extent and as required by Section 4.06 of the Indenture. If an Event of Default exists, only the
Collateral Agent shall be authorized to settle, adjust and compromise such claims.



                    (ii) Any proceeds of insurance (other than proceeds from workers’ compensation or D&O
insurance or business interruption insurance) and any awards arising from condemnation of any
Collateral shall be paid to the Collateral Agent to the extent and as required by Section 4.06 of
the Indenture.



               (c) Protection of Collateral. All expenses of protecting, storing, warehousing,
insuring, handling, maintaining and shipping any Collateral, all taxes payable with respect to any
Collateral (including any sale thereof), and all other payments required to be made by the
Collateral Agent to any Person to realize upon any Collateral, shall be borne and paid by the
Grantors. The Collateral Agent shall not be liable or responsible in any way for the



13









 







safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in
its custody while Collateral is in the Collateral Agent’s actual possession), for any diminution in
the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or
other Person whatsoever, but the same shall be at the Grantors’ sole risk.



               (d) Defense of Title to Collateral. Each Grantor shall at all times defend its title
to the Collateral and the Collateral Agent’s Liens therein against all Persons, claims and demands
whatsoever, except Permitted Liens and other claims or demands permitted to exist hereunder.



          3.6 Power of Attorney. Each Grantor hereby irrevocably constitutes and appoints the
Collateral Agent (and all Persons designated by the Collateral Agent) as such Grantor’s true and
lawful attorney (and agent-in-fact) for the purposes provided in this Section. The Collateral
Agent, or the Collateral Agent’s designee, may, without notice and in either its or a Grantor’s
name, but at the cost and expense of such Grantor:




               (a) Endorse a Grantor’s name on any Payment Item or other proceeds of Collateral (including
proceeds of insurance) that come into the Collateral Agent’s possession or control in accordance
with the terms of the Note Documents; and



               (b) During an Event of Default, (i) notify any Account Debtors of the assignment of their
Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally
exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise,
discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect
Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for
such amounts and at such times as the Collateral Agent deems advisable; (iv) collect, liquidate and
receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of
proceeds of Collateral; (v) prepare, file and sign a Grantor’s name to a proof of claim or other
document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien
or similar document; (vi) receive, open and dispose of mail addressed to a Grantor, and notify
postal authorities to deliver any such mail to an address designated by the Collateral Agent; (vii)
endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement
relating to any Accounts, Inventory or other Collateral; (viii) use a Grantor’s stationery and sign
its name to verifications of Accounts and notices to Account Debtors; (ix) to the extent a Grantor
has rights sufficient to allow the Collateral Agent to do so, use information contained in any data
processing, electronic or information systems relating to Collateral; (x) make and adjust claims
under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment
under any letter of credit, banker’s acceptance or other instrument for which a Grantor is a
beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Grantor’s
obligations under the Note Documents.



     SECTION 4. Representations and Warranties. Each Grantor hereby represents and
warrants to the Collateral Agent, the Trustee and the Holders that as of the date hereof:



               (a) Such Grantor is duly organized, validly existing and in good standing (if applicable)
under the laws of the jurisdiction of its organization. Such Grantor is



14









 







duly qualified, authorized to do business and in good standing (if applicable) as a foreign
corporation or company in each jurisdiction where failure to be so qualified could reasonably be
expected to have a Material Adverse Effect.



               (b) Such Grantor is duly authorized to execute, deliver and perform its Note Documents. The
execution, delivery and performance of the Note Documents have been duly authorized by all
necessary action, and do not (a) require any consent or approval of any holders of Equity Interests
of such Grantor, other than those already obtained; (b) contravene the Organic Documents of such
Grantor; (c) violate or cause a default under any applicable law, Material Contract or Restrictive
Agreement except to the extent such violation or default could not reasonably be expected to result
in a Material Adverse Effect; or (d) result in or require the imposition of any Lien (other than
Permitted Liens) on any Property of such Grantor.



               (c) Each Note Document to which such Grantor is a party is a legal, valid and binding
obligation of such Grantor, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights
generally.



               (d) Such Grantor has good and marketable title to (or valid leasehold interests in) all of its
material Real Estate, and good and marketable title to all of its material personal Property, in
each case free of Liens except Permitted Liens and minor defects in title that do not interfere
with such Grantor’s ability to conduct its business as currently conducted or to utilize such
Property for its intended purposes. Such Grantor has paid and discharged all lawful claims that,
if unpaid, could become a Lien on its Properties, other than Permitted Liens. To the extent
required by the Note Documents, all Liens of the Collateral Agent in the Collateral are duly
perfected, valid and enforceable (subject to (i) the effect of bankruptcy, insolvency, fraudulent
conveyance and other similar laws and judicially developed doctrines in this area such as
substantive consolidation and equitable subordination; (ii) the effect of general principles of
equity and (iii) other commonly recognized statutory and judicial constraints on enforceability)
Liens, subject only to Permitted Liens and minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such Property for its intended
purposes; provided, however, that for registered United States trademarks, United States trademark
applications, United States patents, United States patent applications, and registered United
States copyrights, the security interest will be perfected upon filing, to the extent perfection of
a security interest can be accomplished by such a filing, of the Trademark Security Agreement with
the United States Patent and Trademark Office, the Patent Security Agreement with the United States
Patent and Trademark Office, or the Copyright Security Agreement with the United States Copyright
Office, and such perfected security interest is enforceable (subject to (i) the effect of
bankruptcy, insolvency, fraudulent conveyance and other similar laws and judicially developed
doctrines in this area such as substantive consolidation and equitable subordination; (ii) the
effect of general principles of equity and (iii) other commonly recognized statutory and judicial
constraints on enforceability) as such against any and all creditors of and purchasers from such
Grantor in the United States.



               (e) Schedule 4(e) shows, for each Grantor, its name, its jurisdiction of organization,
its authorized and issued Equity Interests, the holders of its Equity Interests, and all agreements
binding on such holders with respect to their Equity Interests as of the date hereof.



15









 







Except as disclosed on Schedule 4(e), in the five years preceding the date hereof, no
Grantor has acquired any substantial assets from any other Person nor been the surviving entity in
a merger or combination. Each Grantor has good title to its Equity Interests in its Subsidiaries,
subject only to the Collateral Agent’s Lien and other Permitted Liens, and all such Equity
Interests are duly issued, fully paid and non-assessable to the extent applicable. Except as set
forth on Schedule 4(e), as of the date hereof, there are no outstanding purchase options,
warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights
or powers of attorney relating to Equity Interests of any Grantor.



               (f) Such Grantor owns or has the lawful right to use all Intellectual Property necessary for
the conduct of its business to the knowledge of such Grantor without infringing or misappropriating
any Intellectual Property rights of others except to the extent that such failure to own or have
such rights to use or any conflict would not reasonably be expected to result in a Material Adverse
Effect. There is no pending or, to any Grantor’s knowledge, threatened Intellectual Property Claim
with respect to any Grantor or any of their Property (including any Intellectual Property that
could reasonably be expected to have a Material Adverse Effect). Except as disclosed on
Schedule 4(f), no Grantor pays or owes any royalty or other compensation to any Person with
respect to any Intellectual Property (excluding “shrink-wrap”, “click-wrap”, or other
“off-the-shelf” software). All registered Intellectual Property owned by such Grantor is shown on
Schedule 4(f).



               (g) Such Grantor, is in compliance with, and is in good standing with respect to, all
Governmental Approvals necessary to conduct its business and to own, lease and operate its
Properties except to the extent the failure to have such Governmental Approvals would not
reasonably be expected to result in a Material Adverse Effect. All necessary import, export or
other licenses, permits or certificates for the import or handling of any goods or other Collateral
have been procured and are in effect, and such Grantor and its Subsidiaries have complied with all
foreign and domestic laws with respect to the shipment and importation of any goods or Collateral,
except where noncompliance could not reasonably be expected to have a Material Adverse Effect.



               (h) Compliance with Laws. Such Grantor and its Subsidiary have duly complied, and
their Properties and business operations are in compliance, in all material respects with all
applicable law, except where noncompliance could not reasonably be expected to have a Material
Adverse Effect. There have been no citations, notices or orders of material noncompliance issued
to such Grantor or its Subsidiary under any applicable law which could reasonably be expected to
have a Material Adverse Effect. No Inventory has been produced in violation of the Fair Labor
Standards Act of 1938.



     SECTION 5. Rights and Remedies Upon Default.



               (a) If any Event of Default shall occur and be continuing, the Collateral Agent may exercise,
in addition to all other rights and remedies granted to it under this Security Agreement, the
Indenture, the other Note Documents and under any other instrument or agreement securing,
evidencing or relating to the Secured Obligations, any other rights or remedies afforded under any
agreement, by law, at equity or otherwise, including the rights and remedies of a secured party
under the UCC. Such rights and remedies include the rights to (i)



16









 







take possession of any Collateral; (ii) require the Grantors to assemble Collateral, at the
Grantors’ expense, and make it available to the Collateral Agent at a place designated by the
Collateral Agent; (iii) subject to the terms of any lease agreement or Lien Waiver, as applicable,
enter any premises where Collateral is located and store Collateral on such premises until sold
(and if the premises are owned or leased by a Grantor, such Grantor agree not to charge for such
storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any
further manufacturing or processing thereof, at public or private sale, with such notice as may be
required by applicable law, in lots or in bulk, at such locations, all as the Collateral Agent, in
its discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or
other disposition of Collateral by the Collateral Agent shall be reasonable. The Collateral Agent
shall have the right to conduct such sales on any Grantor’s premises, without charge, and such
sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent
shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any
combination thereof, and the Collateral Agent may purchase any Collateral at public or, if
permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off
the amount of such price against the Secured Obligations.



               (b) For the purpose of enabling the Collateral Agent, upon the occurrence and during the
continuance of an Event of Default, to exercise the rights and remedies hereunder and under the
Indenture at such time as the Collateral Agent shall be lawfully entitled to exercise such rights
and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent a
non-exclusive license (subject to the rights of third parties and to the extent not prohibited in
the case of licensed in Intellectual Property and (i) in the case of trademarks, to sufficient
rights to quality control and inspection in favor of the Grantors to avoid the risk of invalidation
of such trademarks, and (ii) in the case of trade secrets, to an obligation of the Collateral
Agent, subject in all respects to the limitations on Collateral Agent’s liability set forth in
Sections 6 and 8 hereof, to take steps reasonable under the circumstances to keep trade
secrets confidential to avoid the risk of invalidation of such trade secrets) to use, license or
sub-license (without payment of royalty or other compensation to any Person) any or all
Intellectual Property of the Grantors, computer hardware and software, trade secrets, brochures,
customer lists, promotional and advertising materials, labels, packaging materials and other
Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or
otherwise exercising any rights or remedies with respect to, any Collateral. Each Grantor’s rights
and interests under Intellectual Property shall inure to the Collateral Agent’s benefit.



               (c) At any time during an Event of Default, the Collateral Agent, Holders, Trustee, and any of
their Affiliates are authorized, to the fullest extent permitted by applicable law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency)(other than tax, payroll, trust or employee benefit accounts) at any time held and other
obligations (in whatever currency) at any time owing by the Collateral Agent, such Holder, Trustee
or such Affiliate to or for the credit or the account of a Grantor against any Secured Obligations,
irrespective of whether or not the Collateral Agent, such Holder, Trustee or such Affiliate shall
have made any demand under this Security Agreement or any other Note Document and although such
Secured Obligations may be contingent or unmatured or are owed to a branch or office of the
Collateral Agent, such Holder, Trustee or such Affiliate different from the branch or office
holding such deposit or obligated on such indebtedness. The rights of the Collateral Agent, each
Holder, Trustee and each such



17









 







Affiliate under this Section 5(c) are in addition to other rights and remedies
(including other rights of setoff) that such Person may have.



               (d) The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to
this Section 5, after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the Collateral or in any
way relating to the Collateral or the rights of the Collateral Agent, the Holders or the Trustee
hereunder to the payment in whole or in part of the Secured Obligations, without duplication, in
the order set forth in the Indenture, and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law, including, without
limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the
surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives
all claims, damages and demands it may acquire against the Collateral Agent, the Holders or the
Trustee arising out of the exercise by them of any rights hereunder, except for any such claims,
damages and demands based on the Collateral Agent’s, the Holders’ or the Trustee’s gross negligence
or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall
be required by law, such notice shall be deemed reasonable and proper if given at least ten (10)
Business Days before such sale or other disposition.



     SECTION 6. Indemnification.



               (a) Each Grantor affirms all indemnification rights and obligations applicable to it as set
forth in Section 7.07 of the Indenture, which provision shall be applicable herein mutatis
mutandis, provided, that each reference in Section 7.07 of the Indenture (as incorporated
herein) to “the Company” shall be interpreted herein as a reference to “the Grantors” and to “the
Trustee” shall be interpreted herein as a reference to “the Collateral Agent”.



               (b) Each Grantor shall defend, indemnify, and hold harmless the Trustee, and Collateral Agent
and its officers, directors, employees and agents from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or
unknown, contingent or otherwise, arising out of, or in any way related to, (w) the presence,
disposal, release, or threatened release of any Hazardous Materials which are on, from, or
affecting the soil, water, vegetation, buildings, personal property, persons, animals, or
otherwise; (x) any personal injury (including wrongful death) or property damage (real or personal)
arising out of or related to such Hazardous Materials; (y) any lawsuit brought or threatened,
settlement reached, or government order relating to such Hazardous Materials, and/or (z) any
violation of laws, orders, regulations, requirements or demands of government authorities, or any
policies or requirements of the Trustee, which are based upon or in any way related to such
Hazardous Materials including, without limitation, attorney and consultant fees and expenses,
investigation and laboratory fees, court costs, and litigation expenses. For purposes of this
paragraph, “Hazardous Materials” includes, without limit, any flammable explosives, radioactive
materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related
materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. Sections 9601, et. seq.), the Hazardous Materials Transportation Act,
as amended (49 U.S.C. Sections 5108, et seq.), the Resource Conservation and Recovery Act, as
amended (42 U.S.C. Sections 6901, et



18









 







seq.), and in the regulations adopted and publications promulgated pursuant thereto, or any
other federal, state or local environmental law, ordinance, rule, or regulation. The provisions of
this paragraph shall be in addition to any and all other obligations and liabilities each Grantor
may have to any indemnified party at common law, and shall survive the termination of this
Agreement.



               (c) Each Grantor agrees to pay, and to save the Collateral Agent 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 in connection with any of the transactions contemplated by this Security Agreement or
any other Note Document.



               (d) Each Grantor agrees to pay, and to hold the Collateral Agent, and its officers, directors,
employees and agents 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 Note Document to the extent the Company would be required to
do so pursuant to the Indenture.



               (e) The agreements in this Section 6 shall survive repayment of the Secured
Obligations, all other amounts payable under the Note Documents and the resignation or removal of
the Collateral Agent.



     SECTION 7. Reinstatement. This Security Agreement shall remain in full force and
effect and continue to be effective should any petition be filed by or against a Grantor for
liquidation or reorganization, should such Grantor become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any significant part
of such Grantor’s Property, and shall continue to be effective or be reinstated, as the case may
be, if at any time payment and performance of the Secured Obligations, or any part thereof, is,
pursuant to applicable laws, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” or otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the
Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.



     SECTION 8. Limitations on the Collateral Agent’s Duty in Respect of Collateral.



          8.1 Duty of Collateral Agent. The Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. The Collateral Agent shall be
accountable only for amounts that it actually receives as a result of the exercise of such powers,
and neither Collateral Agent nor any of its officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross



19









 






negligence or willful misconduct nor shall they be liable or responsible to any Grantor for
any loss or damage to any Collateral, or for any diminution in the value thereof, except for their
own gross negligence or willful misconduct.




          8.2 Filing of Financing Statements. Pursuant to any applicable law, each Grantor
authorizes the Collateral Agent to file or record financing statements and other filing or
recording documents or instruments with respect to the Collateral without the signature of such
Grantor in such form and in such offices as may be necessary or as the Collateral Agent may
determine appropriate to perfect the security interests of the Collateral Agent under this Security
Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description “all
personal property of debtor” or “all assets of the debtor, whether now existing or hereafter
acquired” in any such financing statements.




          8.3 Authority of Collateral Agent. Except as otherwise expressly set forth herein,
the following provisions shall govern the Collateral Agent’s rights, powers, obligations and duties
under this Security Agreement:




               (a) Each of the Holders and the Trustee by their acceptance of the benefits hereof hereby
designates and appoints U.S. Bank National Association to act as Collateral Agent under this
Security Agreement, the Intercreditor Agreements and the other Note Documents to which it is a
party, and hereby authorizes the Collateral Agent to take such actions on its behalf under the
provisions of this Security Agreement, the Intercreditor Agreements and such other Note Documents
and to exercise such powers and perform such duties as are expressly delegated to the Collateral
Agent by the terms of this Security Agreement, the Intercreditor Agreements and such other Note
Documents. Without limiting the generality of the foregoing, Collateral Agent shall have the sole
and exclusive authority to (a) execute and deliver as Collateral Agent each Security Document and
the Intercreditor Agreements and accept delivery of each Security Document and each Intercreditor
Agreement from any Grantor or other Person, (b) act as Collateral Agent for the purposes of
perfecting and maintaining Liens hereunder and under the other Security Documents, and for all
other purposes stated herein or therein, and (c) manage, supervise or otherwise deal with
Collateral. The Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth in this Security Agreement, the other Note Documents or the Intercreditor
Agreements, and no implied covenants, functions or responsibilities shall be read into this
Security Agreement or otherwise exist against Collateral Agent. The conferral upon Collateral
Agent of any right shall not imply a duty on Collateral Agent’s part to exercise such rights,
unless instructed to do so by the Holders of at least a majority in principal amount of the Notes
then outstanding.



               (b) With respect to the Collateral Agent’s duties under this Security Agreement or any of the
Note Documents, the Collateral Agent may act through its attorneys, accountants, experts and such
other professionals as the Collateral Agent deems necessary, advisable or appropriate and shall not
be responsible for the misconduct or negligence of any attorney, accountant, expert or other such
professional appointed with due care.



               (c) Neither the Collateral Agent nor any of its experts, officers, directors, employees,
agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or
omitted to be taken by it under or in connection with this Security Agreement



20









 







or any of the Note Documents (except for its gross negligence or willful misconduct), or (ii)
responsible in any manner for any recitals, statements, representations or warranties (other than
representations or warranties actually made by it in this Agreement or the Note Documents to which
it is a party) made in this Security Agreement or any of the other Note Documents or in any
certificate, report, statement or other document referred to or provided for in, or received by the
Collateral Agent under or in connection with, this Security Agreement or any of the Note Documents
or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this
Security Agreement or any of the Note Documents or for any failure of the Grantors or any other
Person to perform their obligations hereunder and thereunder. Except as otherwise provided herein,
the Collateral Agent shall take such action with respect to this Agreement, the Intercreditor
Agreement and the other Note Documents as shall be directed by the Holders of at least a majority
in principal amount of the Notes then outstanding. The Collateral Agent shall not be under any
obligation to any Person to ascertain or to inquire as to (i) the observance or performance of any
of the agreements contained in, or conditions of, this Security Agreement or any of the Note
Documents or to inspect the properties, books or records of the Grantors, (ii) whether or not any
representation or warranty made by any Person in connection with this Security Agreement or any
Note Documents is true, (iii) the performance by any Person of its obligations under this Security
Agreement or any of the Note Documents or (iv) the breach of or default by any Person of its
obligations under this Security Agreement or any of the Note Documents.



               (d) The Collateral Agent shall not be bound to (i) account to any Person for any sum or the
profit element of any sum received for its own account; (ii) disclose to any other Person any
information relating to the Person if such disclosure would, or might, constitute a breach of any
law or regulation or be otherwise actionable at the suit of any Person; (iii) be under any
fiduciary duties or obligations other than those for which express provision is made in this
Security Agreement, the Intercreditor Agreements or in any of the other Note Documents to which it
is a party; or (iv) be required to take any action that it believes, based on advice of counsel, is
in conflict with any applicable law, this Security Agreement, the Intercreditor Agreements or any
of the other Note Documents, or any order of any court or administrative agency;



               (e) The Collateral 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 any carrier, forwarding agency
or other agent or bailee selected by the Collateral Agent in good faith, except to the extent of
the Collateral Agent’s gross negligence or willful misconduct.



               (f) The Collateral Agent shall not be responsible for, nor incur any liability with respect
to, (i) the existence, genuineness or value of any of the Collateral or for the validity,
perfection, priority or enforceability of the security interest in any of the Collateral, whether
impaired by operation of law or by reason of any action or omission to act on its part under this
Security Agreement or any of the other Note Documents, except to the extent such action or omission
constitutes gross negligence or willful misconduct on the part of the Collateral Agent, (ii) the
validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iii)
the validity of the title of the Grantors to the Collateral, (iv) insuring the Collateral or (v)
the payment of taxes, charges or assessments upon the Collateral or otherwise as to the maintenance
of the Collateral.



21









 





          The Collateral Agent shall be authorized to but 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 monitoring or maintaining the perfection of any
security interest in the Collateral. It is expressly agreed, to the maximum extent permitted by
applicable law, that the Collateral Agent shall have no responsibility for (i) taking any necessary
steps to preserve rights against any Person with respect to any Collateral or (ii) taking any
action to protect against any diminution in value of the Collateral, but, in each case (A) subject
to the requirement that the Collateral Agent may not act or omit to take any action if such act or
omission would constitute gross negligence or willful misconduct and (B) the Collateral Agent may
do so and all expenses reasonably incurred in connection therewith shall be part of the Secured
Obligations.




               (g) Notwithstanding anything in this Security Agreement or any of the Note Documents to the
contrary, (i) in no event shall the Collateral Agent or any officer, director, employee,
representative or agent of the Collateral Agent be liable under or in connection with this Security
Agreement or any of the Note Documents for indirect, special, incidental, punitive or consequential
losses or damages of any kind whatsoever, including but not limited to lost profits or loss of
opportunity, whether or not foreseeable, even if the Collateral Agent has been advised of the
possibility thereof and regardless of the form of action in which such damages are sought; and (ii)
the Collateral Agent shall be afforded all of the rights, powers, immunities and indemnities set
forth in this Security Agreement and in all of the other Note Documents to which it is a signatory
as if such rights, powers, immunities and indemnities were specifically set out in each such Note
Documents. In no event shall the Collateral Agent be obligated to invest any amounts received by
it hereunder.



               (h) The Collateral Agent shall be entitled conclusively to rely, and shall be fully protected
in relying, upon any note, writing, resolution, request, direction, certificate, notice, consent,
affidavit, letter, cablegram, telegram, telecopy, email, telex or teletype message, statement,
order or other document or conversation believed by it in good faith to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons and/or upon advice and/or
statements of legal counsel, independent accountants and other experts selected by the Collateral
Agent and need not investigate any fact or matter stated in any such document. Any such statement
of legal counsel shall be full and complete authorization and protection in respect of any action
taken or suffered by it hereunder in accordance therewith. The Collateral Agent shall be fully
justified in failing or refusing to take any action under this Security Agreement or any of the
other Note Documents (i) if such action would, in the reasonable opinion of the Collateral Agent
(which may be based on the opinion of legal counsel), be contrary to applicable law or any of the
Note Documents, (ii) if such action is not provided for in this Security Agreement or any of the
other Note Documents, (iii) if, in connection with the taking of any such action hereunder or under
any of the Note Documents that would constitute an exercise of remedies hereunder or under any of
the Note Documents it shall not first be indemnified to its satisfaction by the Holders against any
and all risk of nonpayment, liability and expense that may be incurred by it, its agents or its
counsel by reason of taking or continuing to take any such action, or (iv) if, notwithstanding
anything to the contrary contained in this Security Agreement, in connection with the taking of any
such action that would constitute a payment due under any agreement or document, it shall not first
have received from the Holders or the Grantors funds equal to the amount payable. The Collateral
Agent shall in all cases be



22









 







fully protected in acting, or in refraining from acting, under this Security Agreement or any
of the other Note Documents in accordance with a request of the requisite percentage of Holders,
and such request and any action taken or failure to act pursuant thereto shall be binding upon all
the other Holders and the Trustee.



               (i) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect
knowledge or notice of the occurrence of any Default unless and until the Collateral Agent has
received a written notice or a certificate from the Trustee, a Holder or the Grantors stating that
a Default has occurred. The Collateral Agent shall have no obligation whatsoever either prior to
or after receiving such notice or certificate to inquire whether a Default has in fact occurred and
shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice
or certificate so furnished to it. No provision of this Security Agreement, the Intercreditor
Agreement or any of the Note Documents shall require the Collateral Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties under this
Security Agreement, any of the other Note Documents or the exercise of any of its rights or powers.
The Collateral Agent shall be under no obligation or duty to take any action under this Security
Agreement or any of the other Note Documents or otherwise if taking such action (i) would subject
the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii)
would require the Collateral Agent to qualify to do business in any jurisdiction where it is not
then so qualified.



               (j) Any corporation into which the Collateral Agent may be merged, or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which the Collateral
Agent shall be a party, shall become a Collateral Agent under this Security Agreement without the
execution or filing of any paper or any further act on the part of the parties hereto except for
written notice to the other parties hereto.



               (k) The Collateral Agent may resign as Collateral Agent at any time upon written notice to the
Holders, Trustee and the Grantors and may be removed at any time with or without cause by the
Holders of at least a majority in principal amount of the Notes then outstanding, with any such
resignation or removal to become effective only upon the appointment of a successor Collateral
Agent under this Section. If the Collateral Agent shall provide notice of its resignation or be
removed as Collateral Agent, then the Holders of at least a majority in principal amount of the
Notes then outstanding shall (and if no such successor shall have been appointed within 45 days of
the Collateral Agent’s resignation or removal, the Collateral Agent may) appoint a successor
Collateral Agent which successor agent shall, in the case of any appointment by the Collateral
Agent, be reasonably acceptable to the Holders of at least a majority in principal amount of the
Notes then outstanding, and the former Collateral Agent’s rights, powers and duties as Collateral
Agent shall be terminated, without any other or further act or deed on the part of such former
Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in
its possession to the successor Collateral Agent and shall execute and deliver to the successor
Collateral Agent such instruments of assignment and transfer and other similar documents as such
successor Collateral Agent shall deem necessary or advisable (at the joint and several expense of
the Grantors). After any retiring Collateral Agent’s resignation or removal hereunder as
Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Collateral Agent. In the event that a
successor Collateral Agent is not appointed



23









 







within the time period specified in this Section following the provision of a notice of
resignation or removal of the Collateral Agent, the Collateral Agent or any other Holder may
petition a court of competent jurisdiction for the appointment of a successor Collateral Agent (at
the joint and several expense of the Grantors); provided that until such court appoints a
replacement Collateral Agent, such resignation or removal of the existing Collateral Agent shall
not be effective.



     SECTION 9. Miscellaneous.



          9.1 Notices. Except as otherwise specified herein, all notices, requests, demands,
consents, instructions or other communications to or upon such Grantor or the Collateral Agent
under this Security Agreement shall be given in the manner and to the addresses provided in
Section 12.02 of the Indenture (in the case of the Grantors other than the Company, to the
address provided for the Company in such section and in the case of the Collateral Agent to the
address provided for the Trustee in such section).




          9.2 Partial Invalidity. If at any time any provision of this Security Agreement is or
becomes illegal, invalid or unenforceable in any respect, neither the legality, validity or
enforceability of the remaining provisions of this Security Agreement shall in any way be affected
or impaired thereby.




          9.3 Headings. The headings of the Sections of this Security have been inserted for
convenience of reference only, are not intended to be considered a part hereof and shall not modify
or restrict any of the terms or provisions hereof.




          9.4 No Waiver; Cumulative Remedies.




               (a) All agreements, warranties, guaranties, indemnities and other undertakings of the Grantors
under the Note Documents are cumulative and not in derogation of each other. The rights and
remedies of the Collateral Agent, the Trustee and the Holders are cumulative, may be exercised at
any time and from time to time, concurrently or in any order, and are not exclusive of any other
rights or remedies available by agreement, by law, at equity or otherwise. All such rights and
remedies shall continue in full force and effect until full payment of all Secured Obligations
(other than contingent indemnification obligations for which no claim has been made).



               (b) No waiver or course of dealing shall be established by (a) the failure or delay of the
Collateral Agent, the Trustee or any Holder to require strict performance by the Grantors with any
terms of the Note Documents, or to exercise any rights or remedies with respect to Collateral or
otherwise; (b) the purchase of any Notes during a Default, Event of Default or other failure by the
Grantors to satisfy any conditions precedent; or (c) acceptance by the Collateral Agent, the
Trustee or any Holder of any payment or performance by a Grantor under any Note Documents in a
manner other than that specified therein.



          9.5 Time is of the Essence. Time is of the essence for the performance of each of the
terms and provisions of this Security Agreement.




          9.6 Termination of this Security Agreement. Subject to Section 7, above, this
Security Agreement shall terminate in accordance with Section 11.10 of the Indenture.




24









 








          9.7 Successors and Assigns. This Security Agreement and all obligations of the
Grantors hereunder shall be binding upon the successors and permitted assigns of the Grantors, and
shall, together with the rights and remedies of the Collateral Agent on behalf of the Trustee and
the Holders hereunder, inure to the benefit of the Collateral Agent, the Trustee, and the Holders
and their respective successors and assigns. The Grantors may not assign or transfer their rights
or obligations under this Security Agreement without the prior written consent of the Collateral
Agent, the Trustee and each Holder. Any purported assignment or transfer in contravention of the
foregoing shall be null and void. No sales of participations, other than sales, assignments,
transfers or other dispositions of any agreement governing or instrument evidencing the Secured
Obligations or any portion thereof or interest therein shall in any manner affect the security
interest created herein and granted to the Collateral Agent on behalf of the Trustee and the
Holders hereunder.




          9.8 Further Indemnification. Each Grantor, jointly and severally, agrees to pay, and
to hold the Collateral Agent and the Holders harmless from, any and all liabilities with respect
to, or resulting from any delay in paying, any and all excise, sales or other similar taxes which
are payable with respect to any of the Collateral or in connection with any of the transactions
contemplated by this Security Agreement or any other Note Document.




          9.9 Amendments, Etc. None of the terms or provisions of this Security Agreement may
be waived, amended, supplemented or otherwise modified except in accordance with Article 9
of the Indenture.




          9.10 ENTIRE AGREEMENT. THIS SECURITY AGREEMENT, THE INDENTURE AND THE NOTE DOCUMENTS
REPRESENT THE COMPLETE AND FINAL AGREEMENT AMONG THE GRANTORS AND THE COLLATERAL AGENT AND
SUPERSEDE ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, ON THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE GRANTORS, THE COLLATERAL AGENT AND THE
HOLDERS.




          9.11 Governing Law. This Security Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without giving effect to principles of
conflicts of laws, except that matters concerning the validity and perfection of a security
interest shall be governed by the conflict of law rules set forth in the UCC.




          9.12 Counterparts. This Security Agreement may be executed in any number of identical
counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a
complete, executed original for all purposes. Transmission by telecopier or other electronic
transmission of an executed counterpart of this Security Agreement shall be deemed to constitute
due and sufficient delivery of such counterpart.




          9.13 Payments Free of Taxes, Etc. All payments made by the Grantors under this
Security Agreement shall be made by the Grantors free and clear of and without deduction for any
and all present and future taxes, levies, charges, deductions and withholdings (except as otherwise
provided in the Indenture). In addition, the Grantors shall pay promptly upon written



25









 






demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the
execution, delivery, registration, performance and enforcement of this Security Agreement.




          9.14 Additional Grantors. If, pursuant to the terms and conditions of the Indenture,
the Company shall be required to cause any domestic Subsidiary of the Company that is not a Grantor
to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Collateral Agent a
Joinder Agreement in the form of Annex 1 and shall thereafter for all purposes be a party hereto
and have the same rights, benefits and obligations as a Grantor party hereto on the date hereof and
shall be deemed to have assigned, conveyed, mortgaged, pledged, granted, hypothecated and
transferred to the Collateral Agent for itself and for the pro rata benefit of the Trustee and the
Holders the security interest described in such Joinder Agreement and Section 2 hereof.




          9.15 Joint and Several Liability. In addition and notwithstanding anything to the
contrary contained in this Security Agreement or in any other document, instrument or agreement
between or among any of the Collateral Agent, the Trustee, the Holders, the Grantors or any third
party, the obligations of each Grantor with respect to the Secured Obligations shall be joint and
several with any other Person that now or hereafter executes a guaranty of any of the Secured
Obligations separate from this Security Agreement.




          9.16 Release of Lien. (a) Subject to the terms, conditions and provisions of
Section 11.03 of the Indenture, the Collateral shall be released from the Liens and
security interests created by this Security Agreement at any time and from time to time in
accordance with the terms of the Indenture or the Intercreditor Agreements and (b) subject to the
terms, conditions and provisions of Section 11.10 of the Indenture, at such time as the
Secured Obligations shall have been paid in full (other than contingent indemnification obligations
for which no claim has been asserted), the Collateral shall be automatically released from the
Liens created hereby, and this Security Agreement and all obligations (other than those expressly
stated to survive such termination) of the Collateral Agent and each Grantor hereunder shall
terminate, all without delivery of any instrument or performance of any act by any party, and all
rights to the Collateral shall automatically revert to the Grantors; provided,
however, that to the extent that any payments or proceeds received pursuant hereto or
otherwise in respect of the Secured Obligations, or any part of such payments, shall be
subsequently invalidated, declared to be fraudulent, a fraudulent conveyance, or preferential, set
aside and/or required to be repaid to any Grantor, a trustee, receiver, debtor in possession, or
any other party, whether under any bankruptcy law, state or federal law, common law or equitable
cause, or otherwise, then to the extent that such payment or proceeds received by any such Person
is rescinded or must be otherwise restored by any such Person, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which
were intended to be satisfied, and all rights of such Person with respect to such obligations
(including all Liens arising pursuant to the Note Documents), shall be revived and continue in full
force and effect, as if such payment or proceeds had never been received by such Person, and this
section or any release thereunder shall in no way impair the claims of any of such Persons with
respect to such revived obligations. If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Indenture, such Collateral
shall be automatically released from the Liens and security interests created by this Security
Agreement and the Collateral Agent, at the request and sole expense of such Grantor, shall execute
and deliver to



26









 






such Grantor all releases or other documents reasonably necessary or desirable for the release
of the Liens created hereby on such Collateral (including such documents as such Grantor shall
reasonably request to evidence such release). A Subsidiary Guarantor shall be automatically
released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary
Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the
Indenture. At the request and sole expense of any Grantor following any such termination or
release, the Collateral Agent shall deliver to such Grantor any Collateral held by the Collateral
Agent hereunder, and without recourse, and without any representation or warranty of any kind,
express or implied, execute and deliver to such Grantor such documents as such Grantor shall
reasonably request to evidence such termination.




          9.17 Intercreditor Agreements.




               (a) All rights and remedies of the Collateral Agent hereunder, the Liens, the security
interests and all obligations of the Grantors hereunder are subject in all respects to the terms,
provisions, conditions and limitations of the Intercreditor Agreements and in the event of any
conflict between the terms of the Intercreditor Agreements and this Security Agreement, the terms
of the applicable Intercreditor Agreement shall govern and control.



               (b) The parties hereto agree that the security interests granted hereby shall be automatically
and unconditionally released with no further consent or action of any other Person as, when and to
the extent set forth in Sections 4.2 and 5.2 of the Intercreditor Agreements.



               (c) So long as any of the Intercreditor Agreements is in full force and effect, First Priority
Payment Date has not occurred, the discharge of Second Priority Obligations has not occurred, and
the Grantors are in compliance with the applicable provisions thereof with respect to such
Collateral, the delivery of any Collateral or any certificates, titles, Instruments, Chattel Paper
or Documents evidencing or in connection with such Collateral to the First Lien Collateral Agent or
the Second Lien Collateral Agent under and in accordance with the Intercreditor Agreements and the
First Priority Security Documents or Second Priority Security Documents (each as defined in the
First Lien Intercreditor Agreement) shall constitute compliance by the Grantors with the provisions
of this Security Agreement which require delivery or possession of certain types of Collateral to
the Collateral Agent.



          9.18 Jury Trial Waiver. EACH GRANTOR AND COLLATERAL AGENT WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG
COLLATERAL AGENT AND THE GRANTORS ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO.




          9.19 Restrictions on Dividends, Distributions and Loans. Notwithstanding anything to the
contrary contained in this Security Agreement or any other Note Document, neither this Security
Agreement nor any other Note Document shall impose any encumbrance or



27









 






restriction on the ability of any Grantor (or any Subsidiary of a Grantor) to (a) pay
dividends or make other distributions on its Capital Stock (as defined in that certain Indenture,
dated July 6, 2005, among the Company, the Subsidiary Guarantors listed on the signature pages
thereto and U.S. Bank National Association, as Trustee (the “2005 Indenture”) or pay any
Indebtedness (as defined in the 2005 Indenture) to the Company, (b) make any loans or advances to
the Company or (c) transfer any property to the Company, in each case, solely to the extent any
such encumbrance or restriction would result in a default under the 2005 Indenture.




          9.20 Post Closing Covenant. Notwithstanding anything to the contrary contained
herein, within the periods set forth on Schedule 9.20 (or such longer period as the Holders of at
least a majority in principal amount of the Notes then outstanding may determine), take the actions
described on Schedule 9.20.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




28









 





     IN WITNESS WHEREOF, the Grantors and the Collateral Agent have caused this Security Agreement
to be executed as of the day and year first above written.



	 	 	 	 	 
	 	GRANTORS:


COMMERCIAL VEHICLE GROUP, INC.

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	 	Name:  	Chad M. Utrup 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	CABARRUS PLASTICS, INC.

CVG CS LLC

CVG MANAGEMENT CORPORATION

CVG LOGISTICS LLC

CVG EUROPEAN HOLDINGS, LLC

CVG OREGON, LLC

CVS HOLDINGS, INC.

MAYFLOWER VEHICLE SYSTEMS, LLC

MONONA CORPORATION

MONONA WIRE CORPORATION

MONONA (MEXICO) HOLDINGS LLC

NATIONAL SEATING COMPANY

SPRAGUE DEVICES, INC.

TRIM SYSTEMS, INC.

TRIM SYSTEMS OPERATING CORP.

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	 	Name:  	Chad M. Utrup 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	COLLATERAL AGENT:


U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 



[Signature Page to Security Agreement]




 









 







ANNEX 1




JOINDER AGREEMENT




          This JOINDER AGREEMENT, dated as of                     , ___, is delivered pursuant to Section
9.14 of the Security Agreement, dated as of [                     ___, 2009], among each of the Grantors
from time to time party thereto in favor of U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent (as
amended, supplemented, restated or otherwise modified from time to time, the “Security
Agreement”). Capitalized terms used herein but not defined herein are used herein with the
meaning given them in the Security Agreement.




          By executing and delivering this Joinder Agreement, the undersigned, as provided in
Section 9.14 of the Security Agreement, hereby becomes a party to the Security Agreement as
a Grantor thereunder with the same force and effect as if originally named as a Grantor therein
and, without limiting the generality of the foregoing, as security for the full payment when due
(whether at stated maturity, by acceleration or otherwise) and performance of all the Secured
Obligations of the undersigned, the undersigned hereby grants to the Collateral Agent for itself
and for the pro rata benefit of the Trustee and the Holders a security interest in and to all of
the undersigned’s right, title and interest in, to and under the Collateral, whether now owned or
hereafter acquired by the undersigned or in which the undersigned now holds or hereafter acquires
any interest and expressly assumes all obligations and liabilities of a Grantor thereunder. From
and after the date hereof, the undersigned shall for all purposes be a party to the Security
Agreement and shall have the same rights, benefits and obligations as a Grantor party thereto on
the date thereof.




          The undersigned hereby represents and warrants that each of the representations and warranties
contained in the Security Agreement applicable to it is true and correct on and as the date hereof
as if made on and as of such date (except for such representations and warranties that expressly
relate to an earlier date, and, in each such case, shall be true and correct as of such earlier
date).




          The information set forth in Annex 1-A is hereby added to the information set forth in the
Schedules to the Security Agreement.




          This Joinder Agreement shall be governed by, and construed in accordance with the laws of the
State of New York without reference to conflicts of law rules other than Section 5-1401 if the
General Obligations Law of the State of New York.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 










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



	 	 	 	 	 	 	 
	 	 	[Additional Grantor]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 
	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 









 







ACKNOWLEDGED AND AGREED

as of the date of this Joinder Agreement

first above written.




U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent



	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






 









 






Annex 1-A




[New Grantor to complete as appropriate]




 









 





SCHEDULES

TO




THIRD LIEN SECURITY AGREEMENT




INDEX




	 	 	 
	Schedule 2.1

	 	Commercial Tort Claims
	Schedule 2.3(a)

	 	Mortgages
	Schedule 3.4

	 	Deposit Accounts
	Schedule 3.5

	 	Business Locations
	Schedule 4(e)

	 	Names and Capital Structure
	Schedule 4(f)

	 	Patents, Trademarks, Copyrights and Licenses
	Schedule 9.20

	 	Post Closing Covenants







 









 








SCHEDULE 2.1




COMMERCIAL TORT CLAIMS




None.




 









 





SCHEDULE 2.3(a)




MORTGAGES





	1)	 	Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and between
Monona Wire Corporation, as mortgagor, to U.S. Bank National Association, as agent, dated
August 4, 2009, with respect to the property located in Monona, Clayton County, Iowa;
	 
	2)	 	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by and
between Mayflower Vehicle Systems, LLC, as grantor, to First American Title Insurance
Company, as trustee, for the benefit of U.S. Bank, National Association, as beneficiary,
dated August 4, 2009, with respect to the property located in Kings Mountain, Cleveland
County, North Carolina;
	 
	3)	 	Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and
between Mayflower Vehicle Systems, LLC, as mortgagor, and U.S. National Bank National
Association, as agent, dated August 4, 2009, with respect to the property located in
Shadyside, Belmont County, Ohio;
	 
	4)	 	Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and
between Mayflower Vehicle Systems, LLC, as mortgagor, and U.S. National Bank National
Association, as agent, dated August 4, 2009, with respect to the property located in
Norwalk, Huron County, Ohio;
	 
	5)	 	Open-End Mortgage, Assignment of Rents, Security Agreement and Fixture Filing by and
between Trim Systems Operating Corp., as mortgagor, and U.S. National Bank National
Association, as agent, dated August 4, 2009, with respect to the property located in
Chillicothe, Ross County, Ohio;
	 
	6)	 	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by and
between National Seating Company, as grantor, to William L. Rosenberg, as trustee, for the
benefit of U.S. Bank National Association, as beneficiary, dated August 4, 2009, with
respect to the property located in Vonore, Monroe County, Tennessee; and
	 
	7)	 	Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing by and
between Trim Systems Operating Corp., as grantor, to Manus E. Holmes, as trustee, for the
benefit of U.S. Bank National Association, as beneficiary, dated August 4, 2009, with
respect to the property located in Dublin, Pulaski County, Virginia.






 









 








SCHEDULE 3.4




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

	 	Checking (Master
	 	 	0995	 
	800 Nicollet Mall

	 	Disbursement Account)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	2779	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Investment Sweep)
	 	 	0360	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	2191	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	6475	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Citizens Bank of Blount County

	 	Checking (Petty Cash)
	 	 	1837	 
	330 East Broadway
	 	 	 	 	 	 
	Maryville, TN 37802-9730
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	6654	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	9081	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	8449	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	7812	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Checking
	 	 	5042	 
	P.O. Box 25118
	 	 	 	 	 	 
	Tampa, FL 33622-5118
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Checking (Petty Cash)
	 	 	8675	 
	P.O. Box 25118
	 	 	 	 	 	 
	Tampa, FL 33622-5118
	 	 	 	 	 	 






 









 








	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	Bank of America, N.A.

	 	Checking (Petty Cash)
	 	 	4338	 
	P.O. Box 25118
	 	 	 	 	 	 
	Tampa, FL 33622-5118
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Columbia Credit Union

	 	Checking (Petty Cash)
	 	 	7474	 
	P.O. Box 324
	 	 	 	 	 	 
	Vancouver, WA 98666
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Branch Banking & Trust

	 	Checking (Petty Cash)
	 	 	7765	 
	Company of Virginia
	 	 	 	 	 	 
	189 Broad Street
	 	 	 	 	 	 
	P.O. Box 1166
	 	 	 	 	 	 
	Dublin, VA 24084
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	4544	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	7549	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Workers Comp)
	 	 	3883	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	2897	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	7952	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	6316	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	9057	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Main Account)
	 	 	4528	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	7275	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Fifth Third Bank

	 	Checking (Petty Cash)
	 	 	3230	 
	126 E. 4th
Street
	 	 	 	 	 	 
	Michigan City, IN 46360
	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Last 4 Digits of Account
	Depository Bank	 	Type of Account	 	Number
	US Bank N.A.

	 	Checking (Main Account)
	 	 	4882	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Controlled
	 	 	7697	 
	800 Nicollet Mall

	 	Disbursement)	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Workers Comp)
	 	 	3875	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	National City Bank

	 	Checking (Manual Checks)
	 	 	9431	 
	9 East Main Street
	 	 	 	 	 	 
	Norwalk, OH 44857
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	National City Bank

	 	Checking (Petty Cash)
	 	 	9458	 
	9 East Main Street
	 	 	 	 	 	 
	Norwalk, OH 44857
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Huntington Bank

	 	Checking (Hourly Payroll)
	 	 	7629	 
	4105 Central Avenue
	 	 	 	 	 	 
	Shadyside, OH 43947
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Huntington Bank

	 	Checking (Petty Cash)
	 	 	7616	 
	4105 Central Avenue
	 	 	 	 	 	 
	Shadyside, OH 43947
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A.

	 	Checking (Petty Cash)
	 	 	4595	 
	P.O. Box 563966
	 	 	 	 	 	 
	Charlotte, NC 28256-3966
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking
	 	 	4635	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Manual Payroll)
	 	 	2889	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Fifth Third Bank

	 	Checking (Petty Cash)
	 	 	9875	 
	155 W. Main St.
	 	 	 	 	 	 
	New Albany, OH 43054
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking
	 	 	2554	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Blocked Account
	 	 	8576	 
	135 S. LaSalle, 4th Floor
	 	 	 	 	 	 
	Chicago, IL 60603
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bank of America, N.A.

	 	Operating Account
	 	 	8589	 
	135 S. LaSalle, 4th Floor
	 	 	 	 	 	 
	Chicago, IL 60603
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	US Bank N.A.

	 	Checking (Workers Comp)
	 	 	8387	 
	800 Nicollet Mall
	 	 	 	 	 	 
	BC-MN-H03Q
	 	 	 	 	 	 
	Minneapolis, MN 55402-7020
	 	 	 	 	 	 






 









 






In addition, the following account numbers have been reserved with Bank of America, N.A., but have
not been activated:





     Controlled Disbursement Account Numbers (CDA’s)



	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG Management Corporation
	 	 	8468	 
	Sprague Devices
	 	 	8385	 
	Trim Systems Operating Corporation
	 	 	8393	 
	National Seating Company
	 	 	8401	 
	Mayflower Vehicle Systems, LLC
	 	 	8419	 
	Monona Wire Corporation
	 	 	8427	 
	Cabarrus Plastics, Inc.
	 	 	8435	 
	CVG Oregon, LLC
	 	 	8443	 
	CVG CS, LLC
	 	 	8450	 
	 
	Workers Comp / Manual Payroll Accounts
	 	 	 	 






	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG Management Corp — Manual Payroll
	 	 	0085	 
	CVG Management Corp — Workers Comp
	 	 	0077	 
	Trim Systems Operating Corp — Workers Comp
	 	 	0069	 
	Mayflower Vehicle Systems — Workers Comp
	 	 	0051	 
	 
	Incoming Receipts ONLY Account Numbers (DDA’s)
	 	 	 	 






	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG Management Corporation
	 	 	2464	 
	Sprague Devices
	 	 	2516	 
	Trim Systems Operating Corporation
	 	 	3670	 
	National Seating Company
	 	 	9195	 
	Mayflower Vehicle Systems, LLC
	 	 	2477	 
	Monona Wire Corporation
	 	 	2312	 
	Cabarrus Plastics, Inc.
	 	 	2451	 
	CVG Oregon, LLC
	 	 	2480	 
	CVG CS, LLC
	 	 	2448	 
	 
	Stand Alone Accounts
	 	 	 	 






	 	 	 	 	 
	Company Name	 	Last 4 Digits of Account Number
	CVG European Holdings, LLC
	 	 	2642	 
	CVG International GP
	 	 	2684	 







 









 









SCHEDULE 3.5




LOCATIONS OF COLLATERAL




	 	 	 	 	 	 	 
	1.
	 	7800 Walton Parkway	 	2.	 	310 Dietz Avenue
	 
	 	New Albany, OH 43054	 	 	 	Dekalb, IL 60115
	 
	3.
	 	4721 North Eugene Avenue	 	4.	 	200 North Locust Street
	 
	 	Douglas, AZ 85607	 	 	 	Edgewood, IA 52042
	 
	5.
	 	1585 Beverly Court, Suite 112	 	6.	 	2845 Armentrout Drive
	 
	 	Aurora, IL 60504	 	 	 	Concord, NC 28025
	 
	7.
	 	2901 Zion Church Road	 	8.	 	1140 NW 3rd Avenue
	 
	 	Concord, NC 28025	 	 	 	Canby, OR 97013
	 
	9.
	 	527 West US Highway 20	 	10.	 	900 Highway 212
	 
	 	Michigan City, IN 46360	 	 	 	Michigan City, IN 46360
	 
	11.
	 	28800 Beck Road	 	12.	 	200 National Drive
	 
	 	Wixom, MI 48393	 	 	 	Vonore, TN 37885
	 
	13.
	 	8649 South 212th Street	 	14.	 	607 Bond Street
	 
	 	Kent, WA 98031	 	 	 	Statesville, NC 28677
	 
	15.
	 	613 Bond Street	 	16.	 	1257 Roberson Springs Road
	 
	 	Statesville, NC 28677	 	 	 	Loudon, TN 37774
	 
	17.
	 	97 Tom Pope Road	 	18.	 	116 Industry Road
	 
	 	Pikeville, TN 37367	 	 	 	Tellico Plains, TN 37385
	 
	19.
	 	301 West Spruce Street	 	20.	 	75 Chamber Drive
	 
	 	Monona, IA 52159	 	 	 	Chillicothe, OH 45601
	 
	21.
	 	320 Newbern Road	 	22.	 	2227 Salisbury Highway
	 
	 	Dublin, VA 24084	 	 	 	Statesville, NC 28677
	 
	23.
	 	401 East Alexander Avenue	 	24.	 	6211 Northeast Campus Drive
	 
	 	Tacoma, WA 98421	 	 	 	Vancouver, WA 98661
	 
	25.
	 	2300 Northeast 65th Avenue	 	26.	 	112 Town Center Drive
	 
	 	Vancouver, WA 98661	 	 	 	Dublin, VA 24084
	 
	27.
	 	379 Central Drive	 	28.	 	6710 McEwan Road
	 
	 	Concord, NC 28025	 	 	 	Lake Oswego, OR 97035
	 
	29.
	 	8005 Southwest Hunziker Street	 	30.	 	629 South Battleground Avenue
	 
	 	Tigard, OR 97223	 	 	 	Kings Mountain, NC 28086
	 
	31.
	 	55 North Garfield Street	 	32.	 	60581 State Route 7
	 
	 	Norwalk, OH 44857	 	 	 	Shadyside, OH 43947
	 
	33.
	 	206 Republic Street	 	34.	 	71 North West Street
	 
	 	Norwalk, OH 44857	 	 	 	Norwalk, OH 44857






 









 







	 	 	 	 	 	 	 
	35.
	 	17th Street	 	36.	 	470 East High Street
	 
	 	Bellaire, OH 43906	 	 	 	London, OH 43140
	 
	37.
	 	240 Raleigh Street	 	38.	 	Calle 18 Avenida 10, # 180-5
	 
	 	Chatham, ON N7M 5L3	 	 	 	Agua Prieta, Sonora, Mexico
	 
	39.
	 	Carretera Tepa-Arandas #115	 	40.	 	199 Wilshire Avenue Southwest
	 
	 	Capilla de Guadelupe, Jalisco, Mexico	 	 	 	Concord, NC 28025
	 
	41.
	 	Calle del Rio Avenida del Rio Sonora	 	42.	 	3330 Ridgeway Drive, Unit 5
	 
	 	Block VIII and IX of Parque Industrial El Rio	 	 	 	Mississauga, ON L5L 5Z9
	 
	 	Agua Prieta, Sonora, Mexico	 	 	 	 







 









 









SCHEDULE 4(e)




NAMES AND CAPITAL STRUCTURE





	1.	 	The corporate names, jurisdictions of incorporation, authorized and issued Equity Interests
and record holders of such Equity Interests of each Obligor are as follows:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	 	 	 	 	Class of Issued	 	 
	 	 	 	 	Number and	 	and	 	 
	 	 	 	 	Class of	 	Outstanding	 	Holder of Equity Interest
	 	 	Jurisdiction of	 	Authorized	 	Equity	 	and Number of
	Obligor	 	Organization	 	Equity Interests	 	Interests	 	Shares/Units Helds
	Commercial Vehicle Group,
Inc. 


National Seating Company

	 	Delaware


Delaware
	 	Common Stock: 30,000,000
shares


Preferred Stock: 


5,000,000 shares



Common Stock: 2,000,000
shares


Series A Preferred Stock:
100,000 shares


“Blank Check” Preferred
Stock:

 2,700,000 shares
	 	Common Stock: 21,536,814
shares

(as of 9/30/08)


Common Stock: 
1,705,888.803
shares
	 	The Common Stock of
Commercial Vehicle
Group, Inc. is
listed on the
NASDAQ under the
ticker symbol
“CVGI”. As such,
Commercial Vehicle
Group, Inc. is
required to make
periodic
disclosures in
filings with the
Securities and
Exchange Commission
regarding ownership
of its Common
Stock.



Commercial Vehicle
Group, Inc. —
1,705,838.803
shares of Common
Stock


Joseph Hess — 10
shares of Common
Stock


Jo Ann Hess — 10
shares of Common
Stock


Linda Williams — 30
shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	CVG CS LLC

	 	Delaware
	 	n/a
	 	n/a
	 	National Seating
Company — 100% of
the Membership
Interests
	 
	 	 	 	 	 	 	 	 
	MONONA CORPORATION

	 	Delaware
	 	Common Stock — 100 shares
	 	Common Stock — 100 shares
	 	Commercial Vehicle
Group, Inc. — 100
shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	Monona Wire Corporation

	 	Iowa
	 	Class A Common Stock — 1
share
	 	Class A Common Stock — 1
share
	 	MONONA CORPORATION
- 1 share of Class
A Common Stock
	 
	 	 	 	 	 	 	 	 
	Monona (Mexico) Holdings LLC

	 	 Illinois
	 	n/a
	 	n/a
	 	Monona Wire
Corporation — 100%
of the Membership
Interests






 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	 	 	 	 	Class of Issued	 	 
	 	 	 	 	Number and	 	and	 	 
	 	 	 	 	Class of	 	Outstanding	 	Holder of Equity Interest
	 	 	Jurisdiction of	 	Authorized	 	Equity	 	and Number of
	Obligor	 	Organization	 	Equity Interests	 	Interests	 	Shares/Units Helds
	Trim Systems, Inc.

	 	Delaware
	 	Class A-1 Common Stock:
400,000 shares


Class A-2 Common Stock:
150,000 shares


Class B Common Stock:
	 	Class A-1 Common Stock:


1,000 shares
	 	Commercial Vehicle
Group, Inc. — 1,000
shares of Class A-1
Common Stock
	 

	 	 	 	450,000 shares


Class C Common Stock:	 	 	 	 
	 

	 	 	 	100,000 shares	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Trim Systems Operating Corp.

	 	Delaware
	 	Common Stock: 

1,000 shares
	 	Common Stock: 

1,000 shares
	 	Trim Systems, Inc.
- 1,000 shares of
Common Stock
	 
	 	 	 	 	 	 	 	 
	CABARRUS PLASTICS, INC.

	 	North Carolina
	 	Common Stock: 

100,000
shares
	 	Common Stock: 

1,000 shares
	 	Trim Systems, Inc.
- 1,000 shares of
Common Stock
	 
	 	 	 	 	 	 	 	 
	CVG Oregon, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Trim Systems
Operating Corp. -
100% of the
Membership
Interests
	 
	 	 	 	 	 	 	 	 
	CVS Holdings, Inc.

	 	Delaware
	 	Common Stock: 
125,000
shares
	 	Common Stock: 

124,908 shares
	 	Commercial Vehicle
Group, Inc. -
124,908 shares of
Common Stock
	 
	 	 	 	 	 	 	 	 
	Sprague Devices, Inc.

	 	Delaware
	 	Common Stock — 1,000
shares
	 	Common Stock — 1,000 shares
	 	CVS Holdings, Inc.
- 1,000 shares of
Common Stock
	 
	 	 	 	 	 	 	 	 
	Mayflower Vehicle Systems,
LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Commercial Vehicle
Group, Inc. — 100%
of the Membership
Interests
	 
	 	 	 	 	 	 	 	 
	CVG Management Corporation

	 	Delaware
	 	Common Stock — 100 shares
	 	Common Stock — 100 shares
	 	Commercial Vehicle
Group, Inc. — 100
shares of Common
Stock
	 
	 	 	 	 	 	 	 	 
	CVG European Holdings, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Commercial Vehicle
Group, Inc. — 100%
of the Membership
Interests
	 
	 	 	 	 	 	 	 	 
	CVG Logistics, LLC

	 	Delaware
	 	n/a
	 	n/a
	 	Commercial Vehicle
Group, Inc. — 100%
of the Membership
Interests






 









 







	2.	 	All agreements binding on holders of Equity Interests of Grantors with respect to such
interests are as follows:






	 	(a)	 	Registration Agreement by and among Bostrom Holding, Inc. and certain of its
stockholders, dated as of October 5, 2000.
	 
	 	(b)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Mervin Dunn, dated as of
April 5, 2006.
	 
	 	(c)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Gerald L. Armstrong, dated as
of April 5, 2006.
	 
	 	(d)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Chad M. Utrup, dated as of
April 5, 2006.
	 
	 	(e)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and James F. Williams, dated as
of April 5, 2006.
	 
	 	(f)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and William Gordon Boyd, dated as
of May 22, 2007.
	 
	 	(g)	 	Change in Control & Non-Competition Agreement by and between Commercial Vehicle
Group, Inc., its subsidiaries, successors and assigns and Kevin L. Frailey, dated as of
May 22, 2007.






	3.	 	All outstanding purchase options, warrants, subscription rights, agreements to issue or sell,
or convertible interests relating to Equity Interests of any Grantor are as follows:






	 	(a)	 	Options and other rights relating to the equity of Commercial Vehicle Group,
Inc. granted under the Bostrom Holding, Inc. 2004 Stock Option Plan, adopted May 20,
2004.
	 
	 	(b)	 	Commercial Vehicle Group, Inc. Second Amended and Restated Equity Incentive
Plan, adopted May 22, 2007.
	 
	 	(c)	 	Certificate of Incorporation of National Seating Company.
	 
	 	(d)	 	Commercial Vehicle Group, Inc. Third Amended and Restated Equity Incentive
Plan, adopted May 14, 2009.
	 
	 	(e)	 	Stockholder Rights Plan, adopted May 21, 2009.




 









 












	4.	 	Within the five years preceding the date hereof, Grantors have consummated the following
transactions:






	 	(a)	 	On December 4, 2007, CVG CS LLC acquired substantially all of the assets of
Short Bark Industries, LLC.
	 
	 	(b)	 	On October 31, 2007, CVG Oregon LLC acquired the heavy-gauge thermoforming and
injection molding assets of the Fabrication Division of Gage Industries, Inc.
	 
	 	(c)	 	On February 7, 2005, CVG Acquisition LLC (Mayflower Vehicle Systems, LLC)
acquired substantially all of the assets of Mayflower Vehicle Systems, Inc.
	 
	 	(d)	 	On September 15, 2004, Trim Systems, L.L.C. and Tempress, Inc. merged up and
into Trim Systems Operating Corp. with Trim Systems Operating Corp. as the surviving
entity.
	 
	 	(e)	 	On August 2, 2004, Trim Merger Co., a wholly-owned subsidiary of Commercial
Vehicle Group, Inc., merged into Trim Systems, Inc. with Trim Systems, Inc. as the
surviving entity.






 









 








SCHEDULE 4(f)




PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES




1. Inbound licenses:




	 	 	 	 	 	 	 
	Licensor	 	Description of License	 	Term of License	 	Royalties Payable
	VEC Technology, LLC

	 	Limited, exclusive,
non-transferable,
royalty free, right
and license to use
the VEC IP solely in
connection with the
production of parts
or components for
heavy duty trucks
	 	Continuously until
written termination
sent to Licensor,
unless the VEC Cell
Sales Agreement is
terminated
	 	None






2. Copyrights:




	 	 	 	 	 	 	 
	 	 	Registration	 	Registration	 	 
	Title	 	Number	 	Date	 	Owner
	TRIM SYSTEMS NEW
CONCEPT INTERIOR
STYLE A

	 	TXu1143606
	 	09/25/2002
	 	Trim Systems Operating Corp.
	TRIM SYSTEMS NEW
CONCEPT INTERIOR
STYLE B

	 	TXu1143605
	 	09/25/2002
	 	Trim Systems Operating Corp.
	TRIM SYSTEMS
REFRESH INTERIOR
STYLE B

	 	TXu1143604
	 	09/25/2002
	 	Trim Systems Operating Corp.
	TRIM SYSTEMS
REFRESH INTERIOR
STYLE A

	 	TXu1143603
	 	09/25/2002
	 	Trim Systems Operating Corp.






3. Patents:




COMMERCIAL VEHICLE SYSTEMS, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	BALL JOINT STRUCTURE

	 	USA
	 	4552480

11/12/1985
	 	 	 	06/626236

06/29/1984
	 	EXPIRED
	 	Commercial Vehicle
Systems, Inc.
	ROTATABLE MIRROR
ASSEMBLY

	 	USA
	 	5566029

10/15/1996
	 	 	 	07/792460

11/15/1991
	 	EXPIRED
	 	Commercial Vehicle
Systems, Inc.
	 
	MAGNETIC SPRING
ALIGNMENT AND
HANDLING SYSTEM

	 	Australia
	 	2001247783

10/15/2001
	 	 	 	2001247783

03/22/2001
	 	ABANDONED
	 	Commercial Vehicle
Systems, Inc.
	 
	BRAKE FAILURE
DETECTION METHOD
AND APPARATUS

	 	Australia
	 	2001236719

08/20/2001
	 	 	 	2001236719

02/07/2001
	 	ABANDONED
	 	Commercial Vehicle
Systems, Inc.
	 
	SYNCHRONIZATION
SYSTEM FOR MOTORS

	 	Australia
	 	200023986

07/31/2000
	 	 	 	200023986

12/29/1999
	 	ABANDONED
	 	Commercial Vehicle
Systems, Inc.
	 
	SYNCHRONIZATION
SYSTEM FOR MOTORS

	 	Canada
	 	2358317

09/23/2008
	 	 	 	2358317

12/29/1999
	 	IN FORCE
	 	Commercial Vehicle
Systems, Inc.






 









 








CVG MANAGEMENT CORPORATION




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	HOLDER

	 	USA
	 	 	 	US20080296332

12/04/2008
	 	11/757073

06/01/2007
	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	SYSTEM AND METHOD
OF FORMING A
PROTECTIVE COVERING
FOR A WIRE HARNESS

	 	USA
	 	 	 	 	 	12/055070

03/25/2008
	 	PENDING
	 	CVG Management
Corporation
	 
	VEHICLE SEATING
SYSTEM WITH
PIVOTING STOP
MECHANISM AND

	 	USA
	 	 	 	 	 	12/235842

09/23/2008
	 	PENDING
	 	CVG Management
Corporation
	METHOD


VEHICLE SEAT

	 	

USA
	 	 	 	 	 	29/324/908

09/23/2008
	 	PENDING
	 	CVG Management
Corporation
	 
	ADJUSTABLE SLIDING
ARMREST

	 	USA
	 	 	 	 	 	61/177,938

05/13/2009
	 	PENDING
	 	CVG Management
Corporation
	 
	THERMALLY AND
ACOUSTICALLY
INSULATIVE VEHICLE
FLOORING SYSTEM

	 	USA
	 	 	 	 	 	61/177,941

05/13/2009
	 	PENDING
	 	CVG Management
Corporation
	 
	VEHICLE SEAT SYSTEM

	 	USA
	 	7510240

03/31/2009
	 	 	 	11/263,763

10/31/2005
	 	IN FORCE
	 	CVG Management
Corporation
	VEHICLE SEAT SYSTEM

	 	USA
	 	 	 	 	 	12/411,079

03/25/2009
	 	PENDING
	 	CVG Management
Corporation
	MOVABLE ARMREST

	 	USA
	 	US20080093908

04/24/2008
	 	 	 	11/551,067

10/19/2006
	 	TO BE ABANDONED
	 	CVG Management
Corporation






NATIONAL SEATING COMPANY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	TRUCK SEAT HEIGHT
POSITIONING SYSTEM

	 	USA
	 	 	 	 	 	20030038221

02/27/2003
	 	10/156854

05/30/2002
	 	ABANDONED
	 	National Seating
Company
	 
	VEHICLE SEATING
SYSTEM WITH

	 	USA
	 	7152839

12/26/2006
	 	 	 	11/079699

03/14/2005
	 	IN FORCE
	 	National Seating
Company
	IMPROVED VIBRATION
ISOLATION
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	VEHICLE SEATING
SYSTEM WITH
IMPROVED VIBRATION
ISOLATION

	 	USA
	 	6866236

03/15/2005
	 	 	 	10/369357

02/18/2003
	 	IN FORCE
	 	National Seating
Company
	 
	SPRING BIASED
ROTARY AIR VALVE

	 	USA
	 	5983940

11/16/1999
	 	 	 	09/159036

09/23/1998
	 	IN FORCE
	 	National Seating
Company
	 
	BASE ASSEMBLY FOR
USE WITH A
SUSPENSION SYSTEM
OF A VEHICLE SEAT

	 	USA
	 	5542638

08/06/1996
	 	 	 	08/259475

06/14/1994
	 	IN FORCE
	 	National Seating
Company






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	SYSTEM AND METHOD
FOR REMOTELY
MONITORING MOVEMENT
OF INDIVIDUALS

	 	USA
	 	6696957

02/24/2004
	 	 	 	10/156254

05/28/2002
	 	IN FORCE
	 	National Seating
Company
	 
	FRAME ASSEMBLY FOR
A VEHICLE SEAT

	 	USA
	 	5501509

03/26/1996
	 	 	 	08/235429

04/29/1994
	 	EXPIRED
	 	National Seating
Company
	 
	PNEUMATIC SPRING
FOR A VEHICLE SEAT

	 	USA
	 	5234203

08/10/1993
	 	 	 	07/793602

11/18/1991
	 	EXPIRED
	 	National Seating
Company
	 
	SPRING SEAT AND AIR
PUMP

	 	USA
	 	4954051

09/04/1990
	 	 	 	07/282515

01/12/1989
	 	EXPIRED
	 	National Seating
Company
	 
	AIR SPRING SEAT AND
AIR PUMP

	 	USA
	 	4809944

03/07/1989
	 	 	 	07/103934

10/02/1987
	 	EXPIRED
	 	National Seating
Company
	 
	VEHICLE SEATING
SYSTEM WITH
IMPROVED VIBRATION
ISOLATION

	 	Canada
	 	 	2,515,781	 	 	2515781

09/02/2004
	 	2515781

02/19/2003
	 	ISSUED
	 	National Seating
Company
	 
	VEHICLE SEATING
SYSTEM WITH
IMPROVED VIBRATION
ISOLATION

	 	China
	 	
ZL20038010981

04/29/2009
	 	1751203

03/22/2006
	 	801009811

02/19/2003
	 	IN FORCE
	 	National Seating
Company
	 
	VEHICLE SEATING
SYSTEM WITH
IMPROVED VIBRATION
ISOLATION

	 	EPO
	 	1597510

10/31/2007
	 	 	 	716067

02/19/2003
	 	IN FORCE
	 	National Seating
Company
	 
	VEHICLE SEATING
SYSTEM WITH
IMPROVED VIBRATION
ISOLATION

	 	Mexico
	 	 	 	 	 	 
	 	PA/a/2005/008723

02/19/2003
	 	PENDING
	 	National Seating
Company
	 
	SPRING BIASED
ROTARY AIR VALVE

	 	Canada
	 	2250644

07/25/2006
	 	 	 	2250644

10/14/1998
	 	IN FORCE
	 	National Seating
Company
	 
	SPRING BIASED
ROTARY AIR VALVE

	 	Germany
	 	69824809

08/18/2005
	 	 	 	69824809

10/16/1998
	 	IN FORCE
	 	National Seating
Company
	 
	SPRING BIASED
ROTARY AIR VALVE

	 	EPO
	 	913606

6/30/2004
	 	 	 	08203484.5

10/16/1998
	 	IN FORCE
	 	National Seating
Company
	 
	SPRING BIASED
ROTARY AIR VALVE

	 	Mexico
	 	211458

11/19/2002
	 	 	 	088703

10/20/1998
	 	IN FORCE
	 	National Seating
Company
	 
	SPRING BIASED
ROTARY AIR VALVE

	 	UK
	 	0913606

06/30/2004
	 	 	 	0203484.5

10/16/1998
	 	IN FORCE
	 	National Seating
Company






SPRAGUE DEVICES, INC.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	WINDSHIELD WIPER
ASSEMBLY WITH
TUBULAR FRAME
MEMBER

	 	USA
	 	 	7389562

06/24/2008	 	 	20040244134

12/09/2004
	 	10/771894

02/04/2004
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE AND METHOD
FOR CLEANING
VEHICLE LENSES

	 	USA
	 	 	6554210

04/29/2003	 	 	 	 	09/804681

03/12/2001
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	MAGNETIC SPRING
ALIGNMENT AND
HANDLING SYSTEM

	 	USA
	 	 	6378187

04/30/2003	 	 	 	 	09/540005

03/30/2000
	 	ABANDONED
	 	Sprague Devices,
Inc.






 









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	TRACTION ENHANCING
DEPLOYMENT SYSTEM

	 	USA
	 	 	6206299

03/27/2001	 	 	 	 	09/293276

04/16/1999
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	USA
	 	 	6199773

03/13/2001	 	 	 	 	09/451257

11/29/1999
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	IMMINENT ICING
CONDITION
ENUNCIATOR

	 	USA
	 	 	6166657

12/26/2000	 	 	 	 	09/110769

07/06/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	SYNCHRONIZATION
SYSTEM FOR MOTORS

	 	USA
	 	 	6147466

11/14/2000	 	 	 	 	09/223114

12/30/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	VEHICLE LIGHTING
CONTROL SYSTEM

	 	USA
	 	 	6456195

09/24/2002	 	 	 	 	09/141652

08/28/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	IMMINENT ICING
CONDITION
ENUNCIATOR

	 	USA
	 	 	5796344

08/18/1998	 	 	 	 	08/596451

02/02/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	USA
	 	 	5657929

08/19/1997	 	 	 	 	08/583343

01/05/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	USA
	 	 	5637927

06/10/1997	 	 	 	 	08/628272

04/05/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	WINDSHIELD WIPER
ASSEMBLY WITH ARM
HEAD RETAINING
MEANS

	 	USA
	 	 	5634235

06/03/1997	 	 	 	 	08/685449

07/19/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	WINDSHIELD WASHER
CONTROL SYSTEM

	 	USA
	 	 	5551232

09/03/1996	 	 	 	 	08/347969

12/01/1994
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	USA
	 	 	5427012

06/27/1995	 	 	 	 	08/201788

02/25/1994
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	DIRECTION CONTROL
MEANS FOR VEHICLE
CLIMATE CONTROL
MEANS

	 	USA
	 	 	5281049

01/25/1994	 	 	 	 	07/868471

04/14/1992
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	HEATER AND AIR
CONDITIONING
CONTROL SYSTEM

	 	USA
	 	 	4880031

11/14/1989	 	 	 	 	07/186918

04/27/1988
	 	EXPIRED
	 	Sprague Devices,
Inc.
	 
	RECIPROCATING
PISTON FLUID
POWERED MOTOR

	 	USA
	 	 	4708053

11/24/1987	 	 	 	 	06/797506

11/13/1985
	 	EXPIRED
	 	Sprague Devices,
Inc.
	 
	RECIPROCATING
PISTON FLUID
POWERED MOTOR

	 	USA
	 	 	4632013

12/30/1986	 	 	 	 	06/623080

06/21/1984
	 	EXPIRED
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	Canada
	 	 	2143408

11/30/2004	 	 	 	 	2143408

02/24/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	Canada
	 	 	2164030

02/13/2007	 	 	 	 	2164030

11/29/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	UK
	 	 	2286859

10/08/1997	 	 	 	 	19953559

02/22/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	UK
	 	 	2295536

08/05/1998	 	 	 	 	199524521

11/30/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	Mexico
	 	 	951086

02/09/2007	 	 	 	 	19951086

02/23/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	ELECTRONICALLY
CONTROLLED FLUID
POWERED MOTOR

	 	Mexico
	 	 	193187

08/30/1999	 	 	 	 	955012

11/30/1995
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	Austria
	 	 	 	 	 	AT404292 (T)

8/15/2008
	 	941322

06/08/2000
	 	PENDING
	 	Sprague Devices,
Inc.






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Patent No.	 	Pub. No./	 	Applic. No./	 	 	 	 
	Title	 	Country	 	Issue Date	 	Pub. Date	 	Filing Date	 	Status	 	Owner
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	Canada
	 	 	 	 	 	2374300

12/21/2000
	 	2374300

06/08/2000
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	Germany
	 	 	60039872

09/25/2008	 	 	 	 	60039872

06/08/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	EPO
	 	 	1377383

08/08/2007	 	 	 	 	709828

03/12/2002
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	EPO
	 	 	1187682

08/12/2008	 	 	 	 	941322

06/08/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	UK
	 	 	1187682

08/12/2008	 	 	 	 	941322

06/08/2000
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	Japan
	 	 	532511

11/05/2003	 	 	 	 	502988

06/08/2000
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	FLUID AND AIR
NOZZLE FOR
HEADLIGHT CLEANING

	 	Mexico
	 	PA012599


07/14/2003
	 	 	 	PA012599

12/06/2001
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	WINDSHIELD WIPER
ASSEMBLY WITH
TUBULAR FRAME
MEMBER

	 	Canada
	 	 	 	 	 	2515071

08/19/2004
	 	2515071

02/04/2004
	 	PENDING
	 	Sprague Devices,
Inc.
	 
	WINDSHIELD WIPER
ASSEMBLY WITH
TUBULAR FRAME
MEMBER

	 	EPO
	 	 	 	 	 	1597119

11/23/2005
	 	708144

02/04/2004
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	WINDSHIELD WIPER
ASSEMBLY WITH
TUBULAR FRAME
MEMBER

	 	Mexico
	 	 	252626	 	 	 	 	PA/a/2005/008279

02/04/2004
	 	ISSUED
	 	Sprague Devices,
Inc.
	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	Canada
	 	 	2180861

10/02/2001	 	 	 	 	2180861

07/09/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	UK
	 	 	2311875

02/10/1999	 	 	 	 	199616124

08/01/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	UK
	 	 	2318429

02/10/1999	 	 	 	 	199725176

08/01/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	DEVICE FOR
SWITCHING CONTROL
OF VEHICLE
ACCESSORIES BETWEEN
VEHICLE CONTROL
STATIONS

	 	Mexico
	 	 	197436

7/11/2000	 	 	 	 	971415

02/25/1997
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Canada
	 	 	2227199

04/11/2006	 	 	 	 	2227199

07/29/1996
	 	IN FORCE
	 	Sprague Devices,
Inc.
	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Denmark
	 	 	848650

02/09/2004	 	 	 	 	1996926185

07/29/1996
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Spain
	 	 	2205050

05/01/2004	 	 	 	 	1996916185

07/29/1996
	 	ABANDONED
	 	Sprague Devices,
Inc.
	 
	AIR-LIQUID SYSTEM
FOR CLEANING
VEHICLE HEADLIGHT
LENS AND SIMILAR
SURFACES

	 	Mexico
	 	 	208101

06/13/2002	 	 	 	 	1998766

01/27/1998
	 	IN FORCE
	 	Sprague Devices,
Inc.






 









 







	4.	 	Trademarks:





COMMERCIAL VEHICLE GROUP, INC.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No. /	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	GSX-3000
	 	77/573007

09/18/2008
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	USA

	 		 	77/351408

12/13/2007
	 	3563355

01/20/2009
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	USA

	 	MOTO MIRROR
	 	75/274146

04/14/1997
	 	2171097

07/07/1998
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	USA

	 	COMFORTEK
	 	77/733,983

05/11/2009
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	USA

	 	MOTO MIRROR PLUS

	 	75/225022

01/13/1997
	 	2185420

09/01/1998
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	USA

	 	CVG COMMERCIAL
VEHICLE GROUP

	 	78/380087

03/08/2004
	 	3108626

06/27/2006
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	International
Register

	 	CVG COMMERCIAL
VEHICLE Group

	 	868556

08/09/2004
	 	868556

08/09/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Mexico

	 	CVG Commercial
Vehicle Group &
Design
	 	676042

09/08/2004
	 	885997

06/16/2005
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Mexico

	 	CVG Commercial
Vehicle Group &
Design
	 	676040

09/08/2004
	 	885480

06/14/2005
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Mexico

	 	CVG Commercial
Vehicle Group &
Design
	 	676041

09/08/2004
	 	1069667

10/30/2008
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Mexico

	 	CVG Commercial
Vehicle Group &
Design
	 	676043

09/08/2004
	 	885809

06/15/2005
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Australia

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

03/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Benelux

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.






 









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No. /	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	China

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Germany

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Japan

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Poland

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Sweden

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

09/08/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	UK

	 	CVG Commercial
Vehicle Group &
Design
	 	868556

09/08/2004
	 	868556

06/21/2004
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Australia

	 	MOTO MIRROR
	 	1243977

06/02/2008
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	Canada

	 	MOTO MIRROR
	 	1386479

03/07/2008
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	Mexico

	 	MOTO MIRROR
	 	938920

06/05/2008
	 	 	 	PENDING
	 	Commercial Vehicle
Group, Inc.
	Australia

	 		 	731907

04/09/1997
	 	731907

04/09/1997
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Canada

	 	Moto Mirror & Design
	 	0841627

04/30/1997
	 	496171

06/16/1998
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Mexico

	 	Moto Mirror & Design
	 	291918

04/10/1997
	 	614348

06/21/1999
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	Sweden

	 	Moto Mirror & Design
	 	199703525

04/10/1997
	 	333447

10/15/1999
	 	REGISTERED
	 	Commercial Vehicle
Group, Inc.
	

MAYFLOWER VEHICLE SYSTEMS, LLC



	 
	 	 	 	 	Application Ser.	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	No./ Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	MAYFLOWER
	 	78/114104

03/11/2002
	 	2797473

12/23/2003
	 	REGISTERED
	 	CVG Acquisition,
LLC/Mayflower
Vehicle Systems,
LLC
	USA

	 	MAYFLOWER DESIGN
	 	78/159133

08/29/2002
	 	2781928

11/11/2003
	 	REGISTERED
	 	CVG Acquisition,
LLC/Mayflower
Vehicle Systems,
LLC






 









 







MONONA WIRE CORPORATION




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	MWC

	 	76/170439

11/22/2000
	 	2644034

10/29/2002
	 	REGISTERED
	 	Monona Wire Corporation






NATIONAL SEATING COMPANY




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	EASY-AIRE
	 	77/767410

06/24/2009
	 	 	 	PENDING
	 	National Seating Company
	USA

	 	CUSH-N-AIRE
	 	73/510052

11/23/1984
	 	1340589

06/11/1985
	 	REGISTERED
	 	National Seating Company
	USA

	 	CHUGGER SNUBBER
	 	72/379153

12/21/1970
	 	0933827

05/16/1972
	 	REGISTERED
	 	National Seating Company






SPRAGUE DEVICES, INC.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./ Filing	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	AIR PUSH

	 	71/499442

04/01/1946
	 	0442654

05/10/1949
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	AIR-PUSH
	 	72/315270

12/26/1968
	 	0876384

09/09/1969
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	SPRAGUE DEVICES
	 	74/165295

05/10/1991
	 	1727180

10/27/1992
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	M3 CLUTCH
	 	74/528750

05/24/1994
	 	1911257

08/15/1995
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	ROADWATCH
	 	75/093148

04/23/1996
	 	2159429

05/19/1998
	 	REGISTERED
	 	Sprague Devices, Inc.






 









 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application	 	 	 	 	 	 
	 	 	 	 	Ser. No./ Filing	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Date	 	Registration Date	 	Status	 	Record Owner
	USA

	 	SPRA-KLEER
	 	75/633885

02/04/1999
	 	2323981

02/29/2000
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	ROADWATCH

	 	78/060174

04/24/2001
	 	2664644

12/17/2002
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	CLEARVIEW
	 	78/034718

11/10/2000
	 	2774082

10/14/2003
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	KEYFREE
	 	78/199096

12/31/2002
	 	2788931

12/02/2003
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	CAMERAWASH
	 	78/250480

05/15/2003
	 	2890577

09/28/2004
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	ROADWATCH 3
	 	78/250521

05/15/2003
	 	2908310

12/07/2004
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	ROADWATCH SS
ROADWATCH SAFETY
SYSTEM

	 	78/974111

09/14/2006
	 	3268437

07/24/2007
	 	REGISTERED
	 	Sprague Devices, Inc.
	USA

	 	LIGHTWASH
	 	75/878069

12/21/1999
	 	2595106

07/16/2002
	 	REGISTERED
	 	Sprague Devices, Inc.
	Canada

	 	AIR PUSH
	 	0419184

12/21/1977
	 	TMA239182

01/18/1980
	 	REGISTERED
	 	Sprague Devices, Inc.
	Mexico

	 	AIR PUSH
	 	24971

11/08/1968
	 	148448

11/08/1968
	 	REGISTERED
	 	Sprague Devices, Inc.
	Australia

	 	SPRAGUE & Design

	 	314132

12/19/1977
	 	B 314132

12/19/1977
	 	REGISTERED
	 	Sprague Devices, Inc.
	Canada


	 	SPRAGUE & Design

	 	0419183

12/21/1977

	 	TMA240302

03/07/1980

	 	REGISTERED
	 	Sprague Devices, Inc.

	
Mexico

	 	
SPRAGUE & Design
	 	
24970

11/08/1968
	 	
147923

11/08/1968
	 	
REGISTERED
	 	
Sprague Devices, Inc.






 









 






5. Trade Names




TRIM SYSTEMS OPERATING CORP.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application Ser.	 	 	 	 	 	 
	 	 	 	 	No./	 	Registration No. /	 	 	 	 
	Jurisdiction	 	Mark	 	Filing Date	 	Registration Date	 	Status	 	Record Owner
	Canada

	 	O3 & Design

	 	0836270

02/11/1997
	 	504261

11/18/1998
	 	REGISTERED
	 	Tempress, Inc.1
	Canada

	 	THE HAPPY OZONE
MOLECULE AND
DESIGN
	 	0836272

02/11/1997
	 	495502

05/29/1998
	 	REGISTERED
	 	Tempress, Inc.
	Canada

	 	T-RIM
	 	0824711

09/30/1996
	 	504116

11/16/1998
	 	REGISTERED
	 	Tempress, Inc.
	Canada

	 	T-SKIN
	 	0824707

09/30/1996
	 	489645

02/10/1998
	 	REGISTERED
	 	Tempress, Inc.
	Canada

	 	VCR
	 	0828758

11/13/1996
	 	520283

12/06/1999
	 	REGISTERED
	 	Tempress, Inc.






COMMERCIAL VEHICLE GROUP, INC.




	 	 	 	 	 
	Trade Name	 	Goods	 	Owner
	BOOT SAVER

	 	Rubber and plastics hose
and belting
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	CVG

	 	Motor vehicle parts and
accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	FISH-ON

	 	Automotive stampings
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MAYFLOWER VEHICLE
SYSTEMS

	 	Motor vehicle parts and
accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MOTO MIRROR

	 	Motor vehicle parts and
accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	MWC

	 	Motor vehicle parts and
accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	O3

	 	Electric housewares and fans
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	O3 THE HAPPY OZONE
MOLECULE

	 	Sporting and athletic goods
	 	Commercial Vehicle Group Inc.








 




			
	1	 	Tempress, Inc. merged into Trim Systems Operating
Corp., surviving as Trim Systems Operating Corp., on September 15, 2004.




 









 










	 	 	 	 	 
	Trade Name	 	Goods	 	Owner
	ROADWATCH

	 	Motor vehicle parts and
accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	T-RIM

	 	Automotive stampings
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	TACKLE HATCH

	 	Apparel and accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	CLEARVIEW

	 	Motor vehicle parts and
accessories
	 	Commercial Vehicle Group Inc.
	 
	 	 	 	 
	KEYFREE

	 	Communications equipment
	 	Commercial Vehicle Group Inc.






 









 







SCHEDULE 9.20




POST CLOSING COVENANTS



1.      Company shall use commercially reasonable efforts to obtain from each of the landlords listed in
Section C (Real Property/Leaseholds) of that certain Collateral Certificate delivered to Collateral
Agent of even date herewith an executed Disclaimer and Consent in a form substantially similar to
the form attached hereto as Exhibit A, and deliver same to Collateral Agent within forty-five (45)
days from the date hereof.



2.      Within thirty Business Days from the date hereof, Company (1) shall deliver (or cause to be
delivered) an aircraft security agreement in form and substance reasonably satisfactory to
Collateral Agent covering one Cessna model 550 aircraft with serial number 550-0279 and Federal
Aviation Administration registration number N550KA together with two Pratt & Whitney model JT15D-4
engines identified by serial numbers PCE-70767 (left) and PCE-70472 (right) and (2) shall deliver
(or cause to be delivered) all other documents reasonably required to ensure that such aircraft
security agreement may be filed with the Federal Aviation Administration and the International
Registry (as such term is defined in the Cape Town Treaty).



         As used herein, Cape Town Treaty means collectively the Convention on International Interests
in Mobile Equipment signed in Cape Town, South Africa on November 16, 2001, as ratified by the
United States and the Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment signed in Cape Town, South Africa on November 16, 2001, as
ratified by the United States, together with the Regulations for the International Registry and the
International Registry Procedures, and all other rules, amendments, supplements, and revisions
thereto.



3.      Within six Business Days from the date hereof, Company shall deliver (or cause to be delivered)
a lender’s loss payable endorsement in respect of the property insurance carried by Borrower
pursuant to Section 3.5(b) hereof.