AFTER MAILING TO THE PARTIES AT THEIR ADDRESSES SET FORTH BELOW (OR TO
SUCH OTHER ADDRESSES AS THE PARTIES MAY DESIGNATE IN ACCORDANCE WITH THE
PROVISIONS OF THIS SECTION):
To BofA:
Bank of America, N.A.
335 Madison Avenue
New York, NY
10017
Attention:
Business Capital/URGENT
Telecopy No.:
(212) 503-7330
Telephone No.:
(212) 503-7632
with copies to:
Bank of America, N.A.
335 Madison Avenue
New York, New York
10017
Attention:
Legal Department
Telecopy No.:
(212) 503-7350
10
To the Companies:
Williams Scotsman, Inc.
8211 Town Center Drive
Baltimore, Maryland
21236
Attention:
General Counsel
to Donna Finnerty:
Ms. Donna Finnerty
c/o Williams Scotsman, Inc.
8211 Town Center Drive
Baltimore, Maryland
21236
to Maynard Becker:
Mr. Maynard Becker
c/o Williams Scotsman, Inc.
8211 Town Center Drive
Baltimore, Maryland
21236
Any party hereto may change the address(es) to which all notices, requests and
other communications are to be sent by giving written notice of such address
change to the other parties hereto in conformity with this Section 4.2.
4.3
COUNTERPARTS.
THIS CUSTODIAN AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL WITH THE SAME FORCE
AND EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME
INSTRUMENT.
4.4
GOVERNING LAW.
THE VALIDITY, CONSTRUCTION AND EFFECT TO THIS
CUSTODIAN AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK.
4.5
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
EACH OF BOFA AND
THE CUSTODIANS HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF
THE SUPREME COURT OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS CUSTODIAN AGREEMENT.
4.6
COMPLETE AGREEMENT; NO WAIVER.
THIS WRITTEN CUSTODIAN AGREEMENT
IS INTENDED BY THE PARTIES AS A FINAL EXPRESSION OF THEIR AGREEMENT AND IS
INTENDED AS A COMPLETE STATEMENT OF THE TERMS AND CONDITIONS OF THEIR AGREEMENT.
NONE OF THE PROVISIONS HEREOF SHALL BE AMENDED, MODIFIED, WAIVED OR DISCHARGED
ORALLY OR BY COURSE OF CONDUCT, EXCEPT AS CONTEMPLATED BY SECTION 4.9 BELOW AND
IN ACCORDANCE WITH THE TERMS OF THE U.S. SECURITY AGREEMENT.
4.7
NO THIRD PARTIES BENEFITED.
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 4.1, THIS CUSTODIAN AGREEMENT IS SOLELY FOR THE BENEFIT OF THE
CUSTODIANS, BOFA AND BORROWER AND
11
THEIR RESPECTIVE SUCCESSORS, PARTICIPANTS AND ASSIGNS, AND NO OTHER PERSON SHALL
HAVE ANY RIGHT, BENEFIT, PRIORITY OR INTEREST UNDER, OR BECAUSE OF THE EXISTENCE
OF, THIS CUSTODIAN AGREEMENT.
4.8
TERM.
THIS CUSTODIAN AGREEMENT IS A CONTINUING AGREEMENT AND
SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE SATISFACTION IN FULL OF ALL
OBLIGATIONS OF BORROWER PURSUANT TO THE BOFA AGREEMENTS AND THE TERMINATION OF
ALL FINANCING ARRANGEMENTS PURSUANT THERETO.
4.9
ADDITIONAL COMPANIES.
IT IS UNDERSTOOD AND AGREED THAT ANY
SUBSIDIARY GUARANTOR THAT DESIRES TO BECOME A COMPANY HEREUNDER, OR IS REQUIRED
TO EXECUTE A COUNTERPART OF THIS AGREEMENT AFTER THE DATE HEREOF PURSUANT TO THE
REQUIREMENTS OF THE BOFA AGREEMENTS, SHALL BECOME A