EXECUTION VERSION DATED AS OF OCTOBER 11, 2012 FROM THE GRANTORS REFERRED TO HEREIN AS GRANTORS TO WELLS FARGO BANK, NATIONAL ASSOCIATION AS NOTES COLLATERAL AGENT SECURITY AND PLEDGE AGREEMENT
CONTENTS Clause Page 1. GRANT OF SECURITY... 2 2. SECURITY FOR OBLIGATIONS... 6 3. GRANTORS REMAIN LIABLE... 6 4. DELIVERY AND CONTROL OF SECURITY COLLATERAL... 6 5. MAINTAINING THE DEPOSIT ACCOUNT COLLATERAL... 7 6. MAINTAINING ELECTRONIC CHATTEL PAPER, TRANSFERABLE RECORDS AND LETTER-OF-CREDIT RIGHTS AND GIVING NOTICE OF COMMERCIAL TORT CLAIMS7 7. REPRESENTATIONS AND WARRANTIES... 8 8. FURTHER ASSURANCES... 10 9. SPECIAL PROVISIONS FOR MOTOR VEHICLES... 11 10. PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES... 12 11. AS TO INTELLECTUAL PROPERTY COLLATERAL... 12 12. VOTING RIGHTS; DIVIDENDS; ETC.... 13 13. POST-CLOSING CHANGES... 14 14. TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES... 15 15. AGENT APPOINTED ATTORNEY-IN-FACT... 15 16. AGENT MAY PERFORM... 16 17. THE NOTES COLLATERAL AGENT S DUTIES... 16 18. REMEDIES... 17 19. INDEMNITY AND EXPENSES... 21 20. AMENDMENTS; WAIVERS; ADDITIONAL GRANTORS; ETC.... 21 21. NOTICES, ETC.... 22 22. CONTINUING SECURITY INTEREST... 22 23. RELEASE; TERMINATION... 22 24. SECURITY INTEREST ABSOLUTE; REINSTATEMENT... 22 25. EXECUTION IN COUNTERPARTS... 23 26. GOVERNING LAW... 24 27. INTERCREDITOR AGREEMENTS... 25 28. CUSTODIAN AGREEMENT... 25 29. JOINT AND SEVERAL LIABILITY... 25 30. OTHER PARI PASSU LIEN OBLIGATIONS... 25 31. SELECTED DEFINED TERMS... 26 Schedule 1 Pledged Equity And Pledged Debt... S-1 Part I: Pledged Equity... S-1 Part II: Pledged Debt... S-1 Schedule 2 Commercial Tort Claims... S-2 Schedule 3 Locations Of Equipment And Inventory... S-3 Schedule 4 Grantor Information... S-11 Schedule 5 Patents, Trademarks And Trade Names, Copyrights And Licenses... S-12 Schedule 6 Deposit Accounts... S-18 -i-
Schedule 7 Investment Property...S-19 Schedule 8 Significant Transactions S-20 Schedule 9 Filing Offices. S-21 Exhibit A: Form Of Security Agreement Supplement... A-1 Exhibit B: Form Of Intellectual Property Security Agreement... B-1 Exhibit C: Form Of Intellectual Property Security Agreement Supplement... C-1 Exhibit D: Form of Other Pari Passu Lien Secured Party Joinder... D-1 Annex A: Post-Closing Obligations ii
SECURITY AND PLEDGE AGREEMENT (this Agreement ) dated as of October 11, 2012 is made by Williams Scotsman International, Inc., a corporation organized under the laws of the State of Delaware ( WS International ), Williams Scotsman, Inc., a corporation organized under the laws of the State of Maryland ( WSI ), Williams Scotsman, LLC, a limited liability company organized under the laws of the State of Delaware ( WSL ), and WillScot Equipment, LLC, a limited liability company organized under the laws of the State of Delaware ( WillScot and, together with WS International, WSI and WSL, collectively, the Original Grantors and each, an Original Grantor ) and any Additional Grantors (as defined in Section 21.2) (the Original Grantors and any Additional Grantor being, collectively, the Grantors and each, a Grantor ) to Wells Fargo Bank, National Association, as notes collateral agent (in such capacity, together with any successor agent appointed pursuant to the Indenture referred to below, the Notes Collateral Agent ) for the Secured Parties (as defined in the Indenture referred to below). PRELIMINARY STATEMENTS (1) The Issuer has issued to Holders $1,075,000,000 8 1/2% Senior Secured Notes due 2018 and 275,000,000 9% Senior Secured Notes due 2018 pursuant to the Indenture, dated as of the date hereof (such Indenture, as amended, amended and restated, supplemented or otherwise modified from time to time, the Indenture ) by and among the Issuer, Holdings, Guarantors party thereto, Wells Fargo Bank, National Association ( Trustee ) and the Notes Collateral Agent and Société Générale Bank & Trust, as Euro Paying Agent and Luxembourg Paying Agent (2) Pursuant to the Indenture, the Grantors are entering into this Agreement in order to grant to the Notes Collateral Agent for the benefit of the Secured Parties a security interest in the Collateral (as hereinafter defined). (3) From time to time after the date hereof, the Issuer (as defined in the Indenture) may, subject to the terms and conditions of the Indenture and the Security Documents, incur Other Pari Passu Lien Obligations (including Additional Notes issued under the Indenture), that the Issuer desires to secure by the Collateral on a pari passu basis with the Notes. (4) Terms defined in the Indenture and not otherwise defined in this Agreement, including in Section 32 herein, are used in this Agreement as defined in the Indenture. Further, unless otherwise defined in this Agreement or in the Indenture, terms defined in Articles 1, 8 or 9 of the UCC (as defined below), whether or not capitalized, are used in this Agreement as such terms are defined in such Articles 1, 8 or 9. UCC means the Uniform Commercial Code as in effect, from time to time, in the State of New York. (5) The rules of interpretation and construction set forth in Section 1.03 of the Indenture shall be incorporated herein as if set forth in full herein. References herein to any Schedule, Exhibit or Annex shall mean such Schedule, Exhibit or Annex as amended or supplemented, including by giving notice of any changes to such Schedule, Exhibit or Annex, from time to time in accordance with this Agreement and the Indenture. NOW, THEREFORE, in consideration of the premises and in order to induce the Holders to purchase the Notes, each Grantor hereby agrees with the Notes Collateral Agent for the benefit of the Secured Parties as follows:
1. GRANT OF SECURITY Each Grantor hereby assigns and pledges to the Notes Collateral Agent for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent for the benefit of the Secured Parties a continuing security interest in all of the right, title and interest of such Grantor in and to all personal property and fixtures of such Grantor, whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the Collateral ), including, without limitation: 1.1 all equipment in all of its forms, all fixtures and all parts thereof and all accessions thereto (any and all such equipment, fixtures, parts and accessions being the Equipment ); 1.2 all Rental Equipment; 1.3 all inventory in all of its forms, and raw materials and work in process therefor, finished goods thereof and materials used or consumed in the manufacture, production, preparation or shipping thereof, goods in which such Grantor has an interest in mass or a joint or other interest or right of any kind (including, without limitation, goods in which such Grantor has an interest or right as consignee) and goods that are returned to or repossessed or stopped in transit by such Grantor, and all accessions thereto and products thereof and documents therefor (any and all such inventory, accessions, products and documents being the Inventory ); 1.4 all accounts, contract rights, chattel paper (including, without limitation, all tangible chattel paper and all electronic chattel paper), instruments, general intangibles (including, to the extent applicable, any member, partner or similar interest in a limited liability company, limited or general partnership or similar entity) and other obligations of any kind, whether or not arising out of or in connection with the sale, rental, license, assignment, disposition or lease of goods or the rendering of services and whether or not earned by performance, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, general intangibles or other obligations (any and all such accounts, contract rights, chattel paper, instruments, general intangibles and other obligations, to the extent not referred to in Sections 1.7, 1.9 or 1.10 below, being the Receivables, and any and all such security agreements, leases and other contracts being the Related Contracts ); 1.5 [reserved;] 1.6 all documents; 1.7 the following (the Security Collateral ): 1.7.1 all shares of Capital Stock or other Equity Interests now owned or from time to time acquired in any manner by such Grantor (the Pledged Equity ), including the shares of Capital Stock or other Equity Interests (the Initial Pledged Equity ) set forth opposite such Grantor s name on and as otherwise described in Part I of Schedule 1 hereto (as such Schedule 1 may be supplemented from time to time by supplements to this Agreement) and issued by the corporations, limited liability companies, partnerships, business trusts or other entities named therein and the certificates, if any, representing the Pledged Equity, and all dividends, cash, instruments and other property from time to -2-
time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity; 1.7.2 all indebtedness from time to time owed to such Grantor (the Pledged Debt ), including the indebtedness (the Initial Pledged Debt ) set forth opposite such Grantor s name on and as otherwise described in Part II of Schedule 1 hereto (as such Schedule 1 may be supplemented from time to time by supplements to this Agreement) and issued by the obligors named therein and the Instruments, if any, evidencing the Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; 1.7.3 all other investment property (including, without limitation, and in any event all (a) securities, whether certificated or uncertificated including, to the extent applicable, any member, partner or similar interest in a limited liability company, limited or general partnership or similar entity, (b) security entitlements, (c) Securities Accounts, (d) commodity contracts and (e) commodity accounts) in which such Grantor has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing any of the foregoing, and all dividends, interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; 1.8 all letter of credit rights (whether or not the respective letter of credit is evidenced by a writing); 1.9 the following (collectively, the Deposit Account Collateral ): 1.9.1 all Deposit Accounts, all funds held therein or credited thereto and all certificates and instruments, if any, from time to time representing or evidencing such Deposit Accounts; 1.9.2 all notes, certificates of deposit, checks and other instruments from time to time, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the existing deposit account collateral described in Section 1.9.1 above; and 1.9.3 all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the collateral described in this Section 1.9; 1.10 the following (collectively, the Intellectual Property Collateral ): 1.10.1 all United States, international and foreign patents, patent applications and certificates of inventions of industrial designs, including, without limitation, the patents and patent applications set forth in Schedule 5 hereto (as such Schedule 5 may be supplemented from time to time by supplements to this Agreement, each such supplement being in substantially the form of Exhibit C hereto (an IP Security Agreement Supplement ), executed and delivered by such Grantor to the Notes Collateral Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions and re-examinations thereof both described and claimed, all inventions therein, all -3-
rights therein provided by international treaties or conventions and all improvements thereto, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto throughout the world (the Patents ); 1.10.2 all trademarks, service marks, certification marks, collective marks, trade dress, slogans, logos, Internet domain names, product configurations, trade names, business names, corporate names and other source identifiers, whether or not registered, whether currently in use or not, including, without limitation, all common law rights and registrations and applications for registration thereof, including, without limitation, the trademark registrations and trademark applications set forth in Schedule 5 hereto (as such Schedule 5 may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Notes Collateral Agent from time to time), and all other marks registered in the U.S. Patent and Trademark Office or in any office or agency of any State or Territory of the United States or any foreign county, and all rights therein provided by international treaties or conventions or other Applicable Laws with respect to the use of any of the foregoing, all reissues, extensions and renewals and amendments of any of the foregoing, together in each case with the goodwill of the business connected therewith and symbolized thereby, and all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the Trademarks ); 1.10.3 all copyrights, copyright applications, copyright registrations and like protections in each work of authorship, whether statutory or under common law, whether published or unpublished, all mask works (as such term is defined in 17 U.S.C. Section 901, et seq.), and all rights and privileges arising under Applicable Law with respect to such copyrights, any renewals or extensions thereof, all copyrights of works derived from such copyrights, including, without limitation, the copyright registrations and copyright applications set forth in Schedule 5 hereto (as such Schedule 5 may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Notes Collateral Agent from time to time), together with all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto (the Copyrights ); 1.10.4 all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, designs, inventions, research and development information, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (the Trade Secrets ); 1.10.5 all computer software programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware, and documentation and materials relating thereto, and all rights with respect to the foregoing, together with any and all options, warranties, service contracts, program services, test rights, maintenance rights, improvement rights, renewal rights and indemnifications and any substitutions, replacements, additions or model conversions of any of the foregoing (the Computer Software ); 1.10.6 all license agreements and covenants not to sue, permits, authorizations and franchises, whether with respect to the Patents, Trademarks, Copyrights, Trade Secrets or Computer Software, or with respect to the patents, trademarks, copyrights, trade secrets, com- -4-
puter software or other proprietary right of any other Person, including, without limitation, the license agreements set forth in Schedule 5 hereto (as such Schedule 5 may be supplemented from time to time by IP Security Agreement Supplements executed and delivered by such Grantor to the Notes Collateral Agent from time to time), and all income, royalties and other payments now or hereafter due and/or payable with respect thereto, subject, in each case, to the terms of such license agreements, permits, authorizations and franchises, (the Licenses ); and 1.10.7 any and all payments, damages, claims for damages for past, present and future infringement, misappropriation or breach with respect to the Patents, Trademarks, Copyrights, Trade Secrets, Computer Software or Licenses, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; 1.11 all commercial tort claims described on Schedule 2 hereto; 1.12 without limitation of the foregoing, all other personal property of any nature whatsoever; and 1.13 all income, fees, royalties and proceeds (now or hereafter due and/or payable) of, collateral for and supporting obligations relating to, any and all of the foregoing (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in Sections 1.1 through 1.12 and this Section 1.13) and, to the extent not otherwise included in Sections 1.1 through 1.12 and this Section 1.13, all (a) payments under insurance (whether or not the Notes Collateral Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (b) cash. 1.14 Anything herein to the contrary notwithstanding, in no event shall the security interest granted under this Section 1 attach to, and the term Collateral shall not include, any Excluded Assets. 1.15 Excluded Assets means (a) any fee-owned real property with a fair market value of less than 5,000,000 and any leasehold interests in real property, (b) letter of credit rights with a value of less than 5,000,000, (c) commercial tort claims with a value of less than 5,000,000, (d) Equity Interests of any person other than Wholly-Owned Subsidiaries that are Restricted Subsidiaries to the extent the pledge of such Equity Interests is not permitted by the terms of such Restricted Subsidiary s Organic Documents or would require the consent of one or more third parties that are not Affiliates of such Grantor, (e) assets to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by Holdings (f) any lease, license, contract or agreement to which any Grantor is a party or any of its rights or interest thereunder, if the grant of such security interest shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9, 408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other provision of Applicable Law); (g) any applications for trademarks or service marks filed in the U.S. Patent and Trademark Office based on a Grantor s intent to use such trademark or service mark pursuant to 15 U.S.C. 1051 Section 1(b), in each case, only to the extent that the grant of a security interest therein would result in the invalidation or unenforceability of such application or trademarks or service marks matured from such application and only until evidence of the use of such trademarks or service marks in commerce, as defined in 15 U.S.C. Section 1127, is filed with, and accepted by, the U.S. Patent and Trademark Office pursuant to 15 U.S.C. 1051 Section 1(c) or 1(d), following which the applicable applications shall automatically be- -5-
come Collateral; (h) assets that are subject to a Lien securing a Capitalized Lease Obligation or purchase money obligation permitted to be incurred pursuant to the provisions of the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation or Capitalized Lease Obligation) validly prohibits the creation of any other Lien on such assets and proceeds; (i) those assets that would constitute ABL Collateral but as to which the Bank Collateral Agent does not require a lien or security interest; (j) any property or assets owned by any Unrestricted Subsidiary or Receivables Subsidiary; (k) assets as to which the Notes Collateral Agent reasonably determines that the costs or consequences of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby; and (l) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any Grantor that is subject to a Lien permitted by the Indenture to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property; provided however, that Excluded Assets will not include (x) any proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such proceeds, substitutions or replacements would otherwise constitute Excluded Assets) or (y) any asset or property that secures Lender Debt. 2. SECURITY FOR OBLIGATIONS This Agreement secures the payment of all the Secured Obligations including the Guarantees. 3. GRANTORS REMAIN LIABLE Anything herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in such Grantor s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Notes Collateral Agent of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, the Indenture or any other Security Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 4. DELIVERY AND CONTROL OF SECURITY COLLATERAL 4.1 All certificates or instruments representing or evidencing Security Collateral (other than Excluded Perfection Collateral (as defined below)) shall be delivered on the date of this Agreement, with respect to an Additional Grantor, on the date of such Additional Grantor s Security Agreement Supplement or with respect to any Security Collateral (other than Excluded Perfection Collateral) acquired or established after the date hereof, promptly upon its acquisition or establishment (or such longer period as the Applicable Agent may agree in its reasonable discretion), to and held by the Applicable Agent or otherwise on behalf of the Notes Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. Upon the occurrence and continuance of an Event of Default, the Applicable Agent shall have the right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Applicable Agent or any of its nominees any or all of the Security Collateral. In addition, the Applicable Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for -6-
certificates or instruments of smaller or larger denominations. For the purposes of this Agreement, Excluded Perfection Collateral shall mean (a) Pledged Debt not constituting Intercompany Notes, (b) Pledged Equity not constituting Capital Stock or Equity Interests in any Subsidiary of any Grantor, in each case with a value less than 5,000,000 and (c) Pledged Equity of any Subsidiary described in clause (e) of the definition of Excluded Subsidiary that is directly owned by a Grantor. 4.2 With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security (as defined in Section 8-102(18) of the UCC), such Grantor shall cause the issuer thereof either (a) to register the Applicable Agent as the registered owner of such security or (b) to agree in writing with such Grantor and the Notes Collateral Agent that such issuer shall comply with instructions with respect to such security originated by the Applicable Agent without further consent of such Grantor. 4.3 With respect to any Security Collateral held in a Securities Account, each Grantor shall maintain all such Security Collateral with securities intermediaries that have executed a Securities Account Control Agreement; provided that for any Security Collateral held in Securities Accounts maintained with a securities intermediary whose jurisdiction (as determined in accordance with Section 9-304 of the UCC) is not within the United States, such Grantor shall, subject to the requirements and limitations of the laws of the relevant jurisdiction, take all actions necessary to ensure that the Notes Collateral Agent shall have a fully perfected and enforceable security interest in any such accounts under the laws of the relevant jurisdiction. 4.4 At the request of the Notes Collateral Agent upon the occurrence of an Event of Default, such Grantor shall notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. 5. MAINTAINING THE DEPOSIT ACCOUNT COLLATERAL 5.1 Each Grantor shall, subject to Section 7.9, use its commercially reasonable efforts to maintain all Deposit Account Collateral (other than Excluded Deposit Accounts) only with the Applicable Agent or with banks ( Pledged Account Banks ) that have executed a Deposit Account Control Agreement; provided that for any Deposit Account Collateral consisting of Deposit Accounts (other than Excluded Deposit Accounts) maintained with a bank whose jurisdiction (as determined in accordance with Section 9-304 of the UCC) is not within the United States, such Grantor shall, subject to the requirements and limitations of the laws of the relevant jurisdiction, take all actions necessary to ensure that the Notes Collateral Agent shall have a fully perfected and enforceable security interest in any such accounts under the laws of the relevant jurisdiction. 6. MAINTAINING ELECTRONIC CHATTEL PAPER, TRANSFERABLE RECORDS AND LETTER-OF-CREDIT RIGHTS AND GIVING NOTICE OF COMMERCIAL TORT CLAIMS 6.1 Each Grantor shall maintain (a) all electronic chattel paper so that the Applicable Agent has control of the electronic chattel paper in the manner specified in Section 9-105 of the UCC and (b) all transferable records so that the Applicable Agent has control of the transferable records in the manner specified in Section 16 of the Uniform Electronic Transactions Act, as in effect in the jurisdiction governing such transferable record ( UETA ). No Grantor shall deliver originals of any chattel paper constituting Collateral to any Person other than the Applicable Agent or such other Person as the Applicable Agent may designate. -7-
6.2 Each Grantor shall use its commercially reasonable efforts to maintain all letter-of-credit rights with a value in excess of 5,000,000 assigned to the Applicable Agent so that the Applicable Agent has control of the letter-of-credit rights in the manner specified in Section 9-107 of the UCC. 6.3 Each Grantor shall promptly give notice to the Notes Collateral Agent of any commercial tort claim in excess of 5,000,000 in which the Grantor has a beneficial interest that may arise in the future and shall promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such commercial tort claim to the security interest created under this Agreement. 7. REPRESENTATIONS AND WARRANTIES Each Grantor represents and warrants as follows: 7.1 Such Grantor s exact legal name, as defined in Section 9-503(a) of the UCC, type of organization, whether or not such Grantor is a registered organization, jurisdiction of organization and organizational identification number (if any) is correctly set forth in Schedule 4 hereto. Such Grantor has only the trade names, domain names and marks listed on Schedule 4 and Schedule 5 hereto. Such Grantor is located (within the meaning of Section 9-307 of the UCC) and the office in which it maintains all originals of all chattel paper that evidence Receivables of such Grantor, in the state or jurisdiction set forth in Schedule 4 hereto, as it may be amended and supplemented from time to time in accordance with the terms of the Indenture or pursuant to Sections 8.3 and 21. The information set forth in Schedule 4 and Schedule 5 hereto with respect to such Grantor is true and accurate in all material respects as of the date of this Agreement. Such Grantor has not within the last five years previously changed its name, location, place where it maintains its agreements, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule 4 hereto, except as disclosed in Schedule 4 hereto. 7.2 During the five year period preceding the date hereof, no Person has merged or consolidated with or into any Grantor, and no Person has liquidated into, or transferred all or substantially all of its assets to, any Grantor, in each case except as described in Schedule 8 hereto. With respect to any transactions so described in Schedule 8 hereto, the respective Grantor has furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Grantor, or was liquidated into or transferred all or substantially all of its assets to such Grantor, and has furnished to the Notes Collateral Agent such UCC lien searches as may have been requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens under the Indenture) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Grantor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC. 7.3 All Security Collateral consisting of certificated securities and instruments has been delivered to the Applicable Agent in accordance with Section 4.1. With respect to the Pledged Equity that is uncertificated securities, such Grantor has caused the issuer thereof either (a) to register the Applicable Agent as the registered owner of such security or (b) to agree in writing with such Grantor and the Notes Collateral Agent that such issuer shall comply with instructions with respect to such security originated by the Applicable Agent without further consent of such Grantor. All originals of all chattel paper that evidence Receivables have been delivered to the Applicable Agent if requested by the Applicable Agent. Any of Grantors Receivables or Agreement Collat- -8-
eral evidenced by a promissory note or other instrument has been delivered to the Applicable Agent. 7.4 Except as set forth on Schedule 4 and Schedule 5 hereto, such Grantor is and, as to all Collateral acquired by it from time to time after the date hereof, such Grantor will be, the legal and beneficial owner of the entire right, title and interest in and to the Collateral of such Grantor free and clear of any encumbrance, claim, option or right of others, except for the security interest created under this Agreement or expressly permitted under the Indenture. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor with respect to such Collateral is on file in any recording office, except such as may have been filed in favor of the Notes Collateral Agent relating to the Security Documents or as otherwise expressly permitted under the Indenture. 7.5 The Pledged Equity pledged by such Grantor hereunder has been duly authorized and validly issued and (a) with respect to any Pledged Equity consisting of shares in any corporation, is fully paid and non-assessable and (b) with respect to any Pledged Equity consisting of Equity Interests in other entities, such Grantor is not contractually obligated to make any further capital contributions to such entity. The Pledged Debt pledged by such Grantor hereunder has been duly authorized, authenticated or issued and delivered, is the legal, valid and binding obligation of the issuers thereof, if evidenced by one or more promissory notes, such notes have been delivered to the Applicable Agent in accordance with Section 4.1 and such Grantor is not in default thereunder. 7.6 The Initial Pledged Equity pledged by such Grantor constitutes the percentage of the issued and outstanding shares of Capital Stock or other Equity Interests of the issuers thereof indicated on Schedule 1 hereto. The Initial Pledged Debt constitutes all of the outstanding Indebtedness owed to such Grantor by the issuers thereof, as of the date hereof. The Initial Pledged Debt (other than Excluded Perfection Collateral) is outstanding in the principal amount indicated on Schedule 1 hereto as of the date hereof. 7.7 All of the investment property (other than Pledged Equity and Excluded Perfection Collateral) owned by such Grantor as of the date hereof is listed on Schedule 7 hereto. 7.8 Such Grantor has no Deposit Accounts, other than Excluded Deposit Accounts and the Deposit Account Collateral listed on Schedule 6 hereto, as such Schedule may be amended from time to time and either (a) legal, binding and enforceable Deposit Account Control Agreements are in effect for each Deposit Account that constitutes Deposit Account Collateral (other than Deposit Account Collateral consisting of Deposit Accounts maintained with the Bank Collateral Agent and Excluded Deposit Accounts that are not subject to a control agreement) or (b) for any Deposit Account Collateral consisting of Deposit Accounts maintained with a bank whose jurisdiction (as determined in accordance with Section 9-304 of the UCC) is not within the United States, such Grantor has taken all actions necessary to ensure that the Notes Collateral Agent has a fully perfected and enforceable security interest in any such accounts under the laws of the relevant jurisdiction. 7.9 Subject to Section 9 and the actions to be taken pursuant to Section 7.10 and except for such actions set forth on Annex A, all agreements, financing statements, instruments filings, recordations, other documents and other actions (including, without limitation, actions necessary to obtain control of Collateral as provided in Section 9-106 of the UCC) necessary or desirable to perfect and protect the security interest in the Collateral of such Grantor created under this Agreement have been duly made or taken or delivered to the Notes Collateral Agent and are in -9-
full force and effect, and this Agreement creates in favor of the Notes Collateral Agent for the benefit of the Secured Parties a valid and, together with such agreements, financing statements, instruments, filings, recordations, other documents and other actions, perfected first priority security interest in the Collateral of such Grantor, securing the payment of the Secured Obligations including the Guarantees, except to the extent otherwise expressly permitted by the Indenture and except with respect to (a) each Non-Qualified Unit owned by the Unit Subsidiary for which (i) a certificate of title is required pursuant to the applicable certificate of title statute and (ii) no certificate of title exists and (b) Units located in the State of New Mexico on the Closing Date for which a certificate of title has been issued but which are no longer required to be subject to a certificate of title under the laws of the State of New Mexico ( New Mexican Units ). 7.10 The security interest in and Lien on the Collateral granted to the Notes Collateral Agent for the benefit of the Secured Parties hereunder constitutes a legal and valid security interest in all the Collateral securing the payment and performance of the Secured Obligations including the Guarantees. Upon the filing of financing and continuation statements under the UCC in the filing offices set forth opposite such Grantor s name on Schedule 9 hereto the recordation of the Intellectual Property Security Agreements (as defined herein) with the U.S. Patent and Trademark Office and the U.S. Copyright Office (or any successor office or any similar office in any state or political subdivision) and the completion of the actions set forth on Annex A, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (a) the grant by such Grantor of the assignment, pledge and security interest granted hereunder or for the execution, delivery or performance of this Agreement by such Grantor, (b) the perfection or maintenance of the assignment, pledge and security interest created hereunder (including the second priority (or, after the Discharge of Revolving Credit Obligations, first priority) nature of such assignment, pledge or security interest, except to the extent otherwise expressly permitted by the Indenture and except with respect to (a) each Non-Qualified Unit owned by the Unit Subsidiary for which (i) a certificate of title is required pursuant to the applicable certificate of title statute and (ii) no certificate of title exists) and (b) New Mexican Units, except for the actions described in Section 4 with respect to Security Collateral, which actions have been taken and are in full force and effect, the actions described in Section 5 with respect to Deposit Account Collateral, and the actions described in Section 9 with respect to motor vehicles, or (c) the exercise by the Notes Collateral Agent of its voting or other rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except as may be required in connection with the disposition of any portion of the Security Collateral by laws affecting the offering and sale of securities generally and except as may be provided in the Intercreditor Agreement. 8. FURTHER ASSURANCES 8.1 Each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action, that, may be necessary or that the Notes Collateral Agent may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted by such Grantor hereunder or to enable the Notes Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Grantor. Without limiting the generality of the foregoing, each Grantor shall promptly with respect to Collateral of such Grantor: (a) if any such Collateral (other than Excluded Perfection Collateral) shall be evidenced by a promissory note or other instrument, deliver to the Applicable Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment; (b) if an Event of Default is then continuing, at the request of the Ap- -10-
plicable Agent made pursuant to the Indenture, deliver originals of each item of chattel paper constituting Collateral to the Applicable Agent or such other Person as the Applicable Agent may designate; (c) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or as the Notes Collateral Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Grantor hereunder; (d) deliver to the Applicable Agent for the benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; and (e) deliver to the Applicable Agent evidence that all other action that the Applicable Agent may reasonably deem necessary or otherwise reasonably request in order to perfect and protect the security interest created by such Grantor under this Agreement has been taken. 8.2 Each Grantor hereby authorizes the Notes Collateral Agent (but the Notes Collateral Agent shall have no obligation) to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral of such Grantor. Such financing statements may describe the Collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as may be necessary or prudent to ensure the perfection of the security interest in the Collateral granted to the Notes Collateral Agent in connection herewith, including, without limitation, describing such property as all assets whether now owned or hereafter acquired or words of similar meaning. 8.3 Each Grantor shall furnish to the Notes Collateral Agent statements and schedules further identifying and describing the Collateral of such Grantor and such other reports in connection with such Collateral in each case as the Notes Collateral Agent may reasonably request, all in detail sufficient to clearly identify such Collateral; provided, however, that following the occurrence and during the continuance of an Event of Default, each Grantor shall furnish, at the reasonable request of the Notes Collateral Agent, such statements and schedules at any time and from time to time. Any Grantor may request that any Schedule hereto be amended to reflect changes in the information contained therein and, this Agreement shall be amended to amend such Schedule and any such amendment may be effected by an amendment agreement substantially in the form of Exhibit A hereto between such Grantor and the Notes Collateral Agent without the necessity of the concurrence or consent of any other Grantor. 8.4 Within the time period set forth on Annex A, the Grantors shall deliver, furnish and/or cause to be delivered or furnished the agreements and documents as set forth on Annex A. 9. SPECIAL PROVISIONS FOR MOTOR VEHICLES 9.1 Each Grantor (other than Willscot) shall cause the Notes Collateral Agent or, so long as the Intercreditor Agreement is outstanding, the Control Agent (as such term is defined in the Intercreditor Agreement) to be named as lienholder on the titles of all Certificated Units owned by it. 9.2 WSI shall, on its own behalf and on behalf of each Grantor, segregate and maintain all certificates of title in respect of all Certificated Units at its office located at 901 South Bond Street, Suite 600, Baltimore, MD 21231. Such certificates of title shall be categorized by state of certification of the vehicle and held in such a manner as to allow Notes Collateral Agent to examine and make copies thereof or abstracts therefrom in accordance with the inspection and examination rights otherwise granted pursuant to the Indenture and Security Documents. -11-
9.3 Each Grantor shall otherwise use commercially reasonable efforts to obtain and maintain all such registrations, permits, franchises, and governmental authorizations and/or licenses in any other state in which a material number of Certificated Units are held for sale or lease by any Grantor or a material portion of revenue, calculated with respect to the Grantors on a consolidated basis, associated with the sale or lease of Rental Equipment is generated. 10. PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES 10.1 Except as otherwise provided in this Section 10.1, each Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor under the Receivables and the Related Contracts. In connection with such collections, such Grantor may take (and upon the occurrence of an Event of Default, at the Notes Collateral Agent s direction, will take) such action as such Grantor or the Notes Collateral Agent may deem necessary or advisable to enforce collection of the Receivables and the Related Contracts; provided, however, that the Notes Collateral Agent shall have the right at any time, upon the occurrence of an Event of Default, to notify the obligors under any Receivables or Related Contracts of the assignment of such Receivables or Related Contracts to the Notes Collateral Agent and to direct such obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Notes Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables or Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor would have been reasonably expected to do. After receipt by any Grantor of the notice from the Notes Collateral Agent referred to in the proviso to the preceding sentence, all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables and the Related Contracts of such Grantor shall be received in trust for the benefit of the Notes Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Notes Collateral Agent in the same form as so received (with any necessary endorsement). 11. AS TO INTELLECTUAL PROPERTY COLLATERAL 11.1 With respect to each item of its Intellectual Property Collateral (other than Intellectual Property Collateral owned by any Grantor in non-u.s. jurisdictions where no Grantor is organized) that is material to its business, each Grantor agrees to take, at its expense, all necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (a) maintain the validity and enforceability of each such item of Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect, except for Intellectual Property Collateral that is abandoned, allowed to lapse, or otherwise not maintained by any Grantor in the ordinary course of business, and (b) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, except for Intellectual Property Collateral that is abandoned, allowed to lapse, or otherwise not maintained by any Grantor in the ordinary course of business, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, re-examination, opposition, cancellation, infringement and misappropriation proceedings. -12-
11.2 With respect to its Intellectual Property Collateral (other than Intellectual Property Collateral owned by any Grantor in non-u.s. jurisdictions where no Grantor is organized), each Grantor agrees to execute an agreement, in substantially the form set forth in Exhibit B hereto (an Intellectual Property Security Agreement ), for recording the security interest granted hereunder to the Notes Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. Each Grantor hereby authorizes the Notes Collateral Agent to (but the Notes Collateral Agent shall not have any obligation to) execute and/or submit filings with the U.S. Patent and Trademark Office or the U. S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral, as applicable, including this Agreement and the Intellectual Property Security Agreement, or other comparable documents, and to take such other actions as may be required under Applicable Law for the purpose of perfecting, recording, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Grantor, naming such Grantor, as debtor, and the Notes Collateral Agent, as secured party. 11.3 Each Grantor agrees that, should it obtain an ownership interest in any Patents, Copyrights, Trademarks or Licenses (other than Intellectual Property Collateral owned by any Grantor in non- U.S. jurisdictions where no Grantor is organized) which is not on the date hereof a part of the Intellectual Property Collateral and which is not an Excluded Asset (the After-Acquired Intellectual Property ), (a) the provisions of Section 1 shall automatically apply thereto, (b) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill of the business connected therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto (and such Grantor shall amend and supplement this Agreement and Schedule 5 hereto to include such After-Acquired Intellectual Property, provided that the failure to so modify Schedule 5 shall not be deemed to affect the Notes Collateral Agent s security interest in and lien upon such After- Acquired Intellectual Property), (c) such Grantor shall give prompt written notice to the Notes Collateral Agent of any such ownership interest acquired in any fiscal quarter (but, in any case, within 30 days after the end of such fiscal quarter) to the Notes Collateral Agent in accordance herewith, including with respect to any Intellectual Property Collateral which was theretofore unregistered and becomes the subject of an application or registration, and (d) such Grantor shall execute and deliver to the Notes Collateral Agent an IP Security Agreement Supplement covering such After-Acquired Intellectual Property (other than After-Acquired Intellectual Property owned by any Grantor in non-u.s. jurisdictions where no Grantor is organized) as Additional Collateral thereunder and as defined therein, and shall record promptly (but, in any case, within 30 days after the end of the fiscal quarter in which such After-Acquired Intellectual Property was acquired) such IP Security Agreement Supplement with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property. 12. VOTING RIGHTS; DIVIDENDS; ETC. 12.1 So long as no Event of Default has occurred: 12.1.1 each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Grantor or any part thereof for any purpose; provided, however, that such Grantor shall not exercise or refrain from exercising any -13-