Collateral Assignment

COLLATERAL ASSIGNMENT OF LOCATION LEASES


COLLATERAL ASSIGNMENT OF LEASES ("Assignment") dated as of January 25, 2002 by COINMACH CORPORATION, a Delaware corporation ("Assignor") in favor of BANKERS TRUST COMPANY, a New York banking corporation, having an office at 31 West 52nd Street, New York, New York 10019, in its capacity as collateral agent (in such capacity and together with any successor in such capacity, the "Collateral Agent") for the Secured Creditors (as hereinafter defined).


R E C I T A L S :
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A. Assignor, Coinmach Laundry Corporation, certain subsidiaries of Assignor, the lenders (the "Banks") from time to time party thereto, Bankers Trust Company, as Administrative Agent (in such capacity and together with any successor, the "Administrative Agent") and Collateral Agent, Deutsche Banc Alex. Brown Inc., as Lead Arranger and Book Manager (in such capacities and together with any successors in such capacities, the "Lead Arranger and Book Manager"), J.P. Morgan Securities Inc. and First Union Securities Inc., as Syndication Agents (together with any successor, the "Syndication Agents") and Credit Lyonnais New York Branch, as Documentation Agent (in such capacity and together with any successors in such capacity, the "Documentation Agent"), have entered into a Credit Agreement, dated as of the date hereof, providing for the making of Loans and the issuance of and participation in, Letters of Credit, as contemplated therein (such agreement, as amended, modified, extended, renewed, replaced, restated or supplemented from time to time, and including any agreement extending the maturity of, or restructuring all or any portion of the Indebtedness under such agreement or any successor agreement, the "Credit Agreement"). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as so defined.


B. Assignor is, or is the successor in interest to, the lessee under those certain leases (individually, a "Lease"; collectively, the "Leases"), a complete list of which is attached as Exhibit A hereto, with the respective lessors (individually, a "Lessor"; collectively, the "Lessors") thereto. The Leases pertain to the properties (the "Premises") which are described on Exhibit B hereto.


C. Assignor may at any time and from time to time enter into, or guarantee obligations of its Subsidiaries under, one or more Interest Rate Protection Agreements or Other Hedging Agreements with one or more Other Creditors (as hereinafter defined).


D. It is a condition to each of the above-described extensions of credit to the Assignor that the Assignor shall have executed and delivered this Assignment.


E. This Assignment is made by Assignor in favor of the Collateral Agent for the benefit of (x) the Banks, the Administrative Agent, the Syndication Agent, Lead Arranger and Book Manager, the Collateral Agent, the Documentation Agent and any other lenders from time to time party to the Credit Agreement (collectively, the "Bank Creditors") and (y) if one or more Banks or any Affiliate of a Bank enters into one or more Interest Rate Protection Agreements or Other Hedging Agreements from time to time, with, or guaranteed by Assignor,


-1- any such Bank or Banks or any Affiliate or Affiliates of such Bank or Banks (even if the respective Bank subsequently ceases to be a Bank under the Credit Agreement for any reason) so long as any such Bank or Affiliate participates in the extension of such Interest Rate Protection Agreement or Other Hedging Agreement and their subsequent assigns, if any, (collectively, the "Other Creditors"; together with the Bank Creditors, the "Secured Creditors"). This Assignment is given to Collateral Agent to secure the Obligations (as defined in that certain Security Agreement dated as of the date hereof among the Assignor, the Subsidiary Guarantors and the Collateral Agent for the benefit of the Secured Creditors, as may be amended, modified or Supplemented from time to time, the "Security Agreement").


A G R E E M E N T :
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Assignor and Collateral Agent hereby agree as follows:


1. ASSIGNMENT. Assignor hereby transfers and assigns to Collateral Agent all of Assignor's right, title and interest, whether now owned or hereafter acquired, in and to each of the Leases. This assignment of the Leases is made as collateral security for the payment and performance of the Obligations.


2. NO ASSUMPTION OF OBLIGATIONS OR DUTIES OF ASSIGNOR. This Assignment is an assignment only of all right, title and interest of the Assignor in the Leases, and Assignor covenants and agrees to perform and observe all of all material obligations imposed upon Assignor under the Leases as if this Assignment had not been made. Assignor agrees that the Secured Creditors have not assumed and will not be deemed to have assumed any of the obligations or duties of Assignor under or with respect to the Leases unless and until the Secured Creditors shall have given the parties to the Leases written notice that the Secured Creditors have affirmatively assumed such obligations and duties as the result of an Event of Default under the Credit Agreement or the Leases.


3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ASSIGNOR. Assignor represents, warrants and covenants to Collateral Agent:


a. (i) That Exhibit A attached hereto contains a complete list as of the date hereof of the Leases, (ii) that Assignor is the sole owner of the entire leasehold interest in each Lease, free and clear and of all Liens, except for the Liens created in favor of the Collateral Agent pursuant to, or in connection with, the Credit Agreement, (iii) except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect each Lease is valid and enforceable, subject to the effect of this Assignment and bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws, and has not been altered, modified or amended in any manner, except as shown on Exhibit A, (iv) to Assignor's knowledge, neither Assignor nor the Lessor under any L ...