CONNECTION WITH ANY INTEREST RATE AGREEMENT, WHETHER SUCH INTEREST RATE
AGREEMENT IS NOW IN EXISTENCE OR HEREAFTER ARISING, AND THE DUE PERFORMANCE AND
COMPLIANCE BY THE OBLIGOR WITH ALL OF THE TERMS, CONDITIONS AND AGREEMENTS OF
EACH INTEREST RATE AGREEMENT INCLUDING ALL OBLIGATIONS, LIABILITIES AND
INDEBTEDNESS UNDER THE GUARANTEE (ALL SUCH OBLIGATIONS AND LIABILITIES UNDER
THIS PARAGRAPH (II) BEING HEREIN COLLECTIVELY CALLED THE "INTEREST RATE
OBLIGATIONS");
(III)
THE FULL AND PROMPT PAYMENT WHEN DUE (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE) OF ALL OBLIGATIONS, INDEBTEDNESS AND
LIABILITIES (INCLUDING PRINCIPAL, PREMIUM AND INTEREST (INCLUDING ALL INTEREST
THAT ACCRUES AFTER THE COMMENCEMENT OF ANY CASE, PROCEEDING OR OTHER ACTION
RELATING TO THE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR PROCEEDING OF
THE OBLIGOR AT THE RATE PROVIDED FOR IN THE RESPECTIVE DOCUMENTATION, WHETHER OR
NOT A CLAIM FOR POST-PETITION INTEREST IS ALLOWED IN ANY SUCH PROCEEDING)) OWING
BY THE OBLIGOR TO THE SECOND LIEN CREDITORS, WHETHER NOW EXISTING OR HEREAFTER
INCURRED UNDER, ARISING OUT OF, OR IN CONNECTION WITH THE SENIOR SECURED NOTES
AND THE OTHER SENIOR SECURED NOTES DOCUMENTS TO WHICH THE OBLIGOR IS A PARTY
(INCLUDING ALL SUCH OBLIGATIONS, INDEBTEDNESS AND LIABILITIES OF THE OBLIGOR
UNDER ANY GUARANTY CONSTITUTING A SENIOR SECURED NOTES DOCUMENT) AND THE DUE
PERFORMANCE AND COMPLIANCE BY THE OBLIGOR WITH ALL OF THE TERMS, CONDITIONS AND
AGREEMENTS CONTAINED IN THE SENIOR SECURED NOTES AND IN SUCH OTHER SENIOR
SECURED NOTES DOCUMENTS (ALL SUCH OBLIGATIONS, INDEBTEDNESS AND LIABILITIES
UNDER THIS CLAUSE (III) BEING HEREIN COLLECTIVELY CALLED THE "SECOND LIEN
OBLIGATIONS");
9
(IV)
ANY AND ALL SUMS ADVANCED BY THE COLLATERAL AGENT IN ORDER TO
PRESERVE THE COLLATERAL OR PRESERVE ITS SECURITY INTEREST IN THE COLLATERAL;
(V)
IN THE EVENT OF ANY PROCEEDING FOR THE COLLECTION OR ENFORCEMENT
OF ANY INDEBTEDNESS, OBLIGATIONS OR LIABILITIES OF THE OBLIGOR REFERRED TO IN
PARAGRAPHS (I), (II) AND (III) ABOVE, AFTER AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, THE REASONABLE EXPENSES OF RE-TAKING, HOLDING,
PREPARING FOR SALE OR LEASE, SELLING OR OTHERWISE DISPOSING OF OR REALIZING THE
COLLATERAL, OR OF ANY EXERCISE BY THE COLLATERAL AGENT OF ITS RIGHTS HEREUNDER,
TOGETHER WITH REASONABLE ATTORNEYS' FEES AND COURT COSTS;
(VI)
ALL AMOUNTS PAID BY AN INDEMNITEE AS TO WHICH SUCH INDEMNITEE HAS
THE RIGHT TO REIMBURSEMENT UNDER SECTION 5.11 OF THIS SECURITY AGREEMENT; AND
(VII)
ALL AMOUNTS OWING TO ANY AGENT PURSUANT TO ANY OF THE CREDIT
DOCUMENTS IN ITS CAPACITY AS SUCH;
it being acknowledged and agreed that the "Obligations" shall include extensions
of credit of the types described above, whether outstanding on Effective Date or
extended from time to time after the Effective Date.
"Obligor" means Williams Scotsman of Canada, Inc., a corporation incorporated
and existing under the laws of the Province of Ontario and its successors and
permitted assigns.
"Original Canadian Security Agreement" has the meaning provided in the recitals
of this security agreement.
"Owned Trade-marks" has the meaning ascribed thereto in Section 4.9.
"Patents" means all letters patent for an invention and all registrations and