THIS AGREEMENT, AND THE COLLATERAL AGENT, AT THE REQUEST AND EXPENSE
OF HOLDINGS, WILL DULY AND PROMPTLY ASSIGN, TRANSFER AND DELIVER TO HOLDINGS OR
ITS DESIGNEE (WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION OR WARRANTY) SUCH
OF THE COLLATERAL AS IS THEN BEING (OR HAS BEEN) SO SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF, OR RELEASED, AND AS MAY BE IN THE POSSESSION OF THE
COLLATERAL AGENT AND HAS NOT THERETOFORE BEEN RELEASED PURSUANT TO THIS
AGREEMENT.
FURTHERMORE, UPON THE RELEASE OF ANY GUARANTOR FROM ITS GUARANTY IN
ACCORDANCE WITH THE PROVISIONS THEREOF, SUCH PLEDGOR AND THE COLLATERAL (AT SUCH
TIME PLEDGED BY THE RESPECTIVE PLEDGOR PURSUANT HERETO) SHALL BE RELEASED FROM
THIS AGREEMENT.
(C)
TO THE EXTENT NOT OTHERWISE PROVIDED IN PRECEDING CLAUSES (A) AND
(B), THE PLEDGEE SHALL WITHOUT THE CONSENT OF ANY SECURED CREDITOR, RELEASE ALL
OR ANY PORTION OF THE
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COLLATERAL SECURING THE SECOND LIEN OBLIGATIONS TO THE EXTENT PROVIDED IN THE
SENIOR SECURED NOTE INDENTURE.
(D)
AT ANY TIME THAT A PLEDGOR DESIRES THAT THE PLEDGEE ASSIGN,
TRANSFER AND DELIVER COLLATERAL (AND RELEASES THEREFOR) AS PROVIDED IN
SECTION 19(A), (B) OR (C) HEREOF, THE PLEDGOR SHALL DELIVER TO THE PLEDGEE A
CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF SUCH PLEDGOR STATING THAT THE
RELEASE OF THE RESPECTIVE COLLATERAL IS PERMITTED PURSUANT TO SUCH
SECTION 19(A), (B) OR (C).
(E)
THE PLEDGEE SHALL HAVE NO LIABILITY WHATSOEVER TO ANY OTHER
SECURED CREDITOR AS THE RESULT OF ANY RELEASE OF COLLATERAL BY IT IN ACCORDANCE
WITH, OR WHICH IT IN GOOD FAITH BELIEVES IS IN ACCORDANCE WITH, THIS SECTION 19.
(F)
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 19, TO
THE EXTENT APPLICABLE FOLLOWING THE QUALIFICATION OF THE SENIOR SECURED NOTES
INDENTURE UNDER THE TRUST INDENTURE ACT (BUT ONLY INSOFAR AS THIS AGREEMENT
APPLIES TO THE SECOND LIEN CREDITORS), THE PARTIES HERETO AGREE THAT IF ANY
AMENDMENTS TO THIS AGREEMENT OR ANY OTHER SECURITY DOCUMENT ARE REQUIRED IN
ORDER TO COMPLY WITH THE APPLICABLE PROVISIONS OF THE TRUST INDENTURE ACT, SUCH
PARTIES SHALL COOPERATE AND ACT IN GOOD FAITH TO EFFECT SUCH AMENDMENTS AS
PROMPTLY AS PRACTICABLE.
20.
NOTICES, ETC.
All notices and communications hereunder shall be in writing
and sent or delivered by mail, telegraph, telex, telecopy, cable or overnight
courier service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when deposited in the mails, delivered to the telegraph company, cable
company or overnight courier, as the case may be, or sent by telex or
telecopier, except that notices and communications to the Pledgee or any Pledgor
shall not be effective until received by the Pledgee or such Pledgor, as the
case may be.
All such notices and other communications shall be addressed as
follows:
(A)
IF TO ANY PLEDGOR, C/O:
Williams Scotsman, Inc.
8211 Town Center Drive
Baltimore, Maryland
21236
Attention:
John Ross
Telephone No.:
(410) 931-6000
Telecopier No.:
(410) 931-6117
(B)
IF TO THE PLEDGEE, AT:
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Bank of America, N.A.