Security Agreement Supplement



 Exhibit 10.27 
 EXECUTION COPY 
 SECURITY AGREEMENT SUPPLEMENT 
 July 24, 2007 
 Bank of America, N.A., as Administrative
Agent for 
 the Secured Parties referred to in the 
 Revolving Credit Agreement referred to below 
 Agency Management 
 100 Federal Street 
 MA5-100-11-02 

Boston, MA 02110 
 Attention: William
Faidell 
 Telephone: (617) 434-2456 
 Telecopier: (617) 790-1358 
 Electronic Mail: william.j.faidell@bankofamerica.com 
 MSC-Medical Services Company 
 Ladies and Gentlemen:

 Reference is made to (i) the Revolving Credit Agreement dated as of March 31, 2005 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among MSC-Medical Services Company (as the surviving entity of the Merger), a Florida corporation, as the Borrower, the Lenders party
thereto, Bank of America, N.A., as administrative agent (together with any successor Administrative Agent appointed pursuant to Article XI of the Revolving Credit Agreement, the “Administrative Agent”) and L/C Issuer,
and (ii) the Security Agreement dated March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) made by the Grantors from time to time party
thereto in favor of the Administrative Agent for the Secured Parties. Terms defined in the Revolving Credit Agreement or the Security Agreement and not otherwise defined herein are used herein as defined in the Revolving Credit Agreement or the
Security Agreement. 
 SECTION 1. Grant of Security. The undersigned hereby grants to the Administrative Agent, for the ratable
benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the following, in each case whether now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter existing or
arising (collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Receivables, Related Contracts, Security Collateral (including, without limitation, the shares of stock and other Equity Interests set
forth on Part I of Schedule I hereto, the indebtedness set forth on Part II of Schedule I hereto and the securities and securities/deposit accounts set forth on Schedule II hereto), Agreement Collateral
(including, without limitation, each of the agreements listed on Schedule III hereto), Account Collateral (including, without limitation, the deposit accounts set forth on Schedule IV hereto), Intellectual Property Collateral,
Commercial Tort Claims Collateral (including, 








 
without limitation, the commercial tort claims described in Schedule V hereto), all books and records (including, without limitation, subject to
applicable law, customer lists, credit files, printouts and other computer output materials and records) of the undersigned pertaining to any of the undersigned’s Collateral, and all proceeds of, collateral for, income, royalties and other
payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the undersigned’s Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute
property of the types described in this Section 1) and, to the extent not otherwise included, all (A) payments under insurance (whether or not the Administrative 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. 
 Notwithstanding the foregoing provisions of this Section 1, in no event shall the security interest granted hereunder attach to any contract, license, permit or franchise to which the undersigned is a party or any of its rights
or interests thereunder, or any property or assets subject to any contract, license, permit or franchise, if and for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or
unenforceability of any right, title or interest of the undersigned therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, license, permit or franchise, except, in each case, 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 UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles of equity; provided,
that notwithstanding the foregoing, such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attach immediately to
any portion of such contract, license, permit or franchise, or property subject thereto, that does not result in any of the consequences specified in clause (x) or (y) above. 
 SECTION 2. Security for Obligations. The grant of a security interest in the Collateral by the undersigned under this Security Agreement
Supplement and the Security Agreement secures the payment of all Obligations of the undersigned now or hereafter existing under or in respect of the Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this Security Agreement Supplement and the Security
Agreement secures the payment of all amounts that constitute part of the Secured Obligations and that would be owed by the undersigned to any Secured Party under the Loan Documents but for the fact that such Secured Obligations are deemed
unenforceable by the judgment, decree or similar order of a bankruptcy court with respect to a bankruptcy, reorganization or similar proceeding involving a Loan Party. 
 SECTION 3. Representations and Warranties. (a) The undersigned’s exact legal name, location, chief executive office, type of organization, jurisdiction of organization and organizational
identification number is set forth in Schedule VI hereto. The undersigned has no trade names other than as listed on Schedule VI hereto. Within the five years preceding the date hereof, the undersigned has not changed its name,
location, chief executive office, type of organization, jurisdiction of organization or organizational identification number from those set forth in Schedule VI hereto except as set forth in Schedule VII hereto. 
  

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 (b) All of the Equipment and Inventory of the undersigned are located at the places specified therefor in
Schedule VIII hereto. 
 (c) The undersigned is not a beneficiary or assignee under any letter of credit, other than the letters
of credit described in Schedule IX hereto. 
 (d) The undersigned hereby makes each other representation and warranty set forth in
Section 8 of the Security Agreement with respect to itself and the Collateral granted by it. 
 SECTION 4. Obligations Under
the Security Agreement. The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned
further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned, that each reference to the
“Collateral” or any part thereof shall also mean and be a reference to the undersigned’s Collateral or part thereof, as the case may be, and that each reference in the Security Agreement to a Schedule shall also mean and be a
reference to the schedules attached hereto. 
 [continued on following page] 
  

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 SECTION 5. Governing Law. This Security Agreement Supplement shall be governed by, and construed
in accordance with, the laws of the State of New York. 
  

			
	Very truly yours,
	
	MSC BILLING, INC.
		
	By	 	 /S/ Adam Doctoroff

		 	Adam Doctoroff, Vice President
	
	Address for notices:
	
	MSC – Medical Services Company
	11764-1 Marco Beach Drive
	Jacksonville, FL 32224


  

 MSC - Signature Page to Security Agreement Supplement 








 Schedule I 
 Part I: Equity Interests 
 None. 
 Part II: Indebtedness 
 None. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule II 
 Securities and Securities/Deposit Accounts 
 MSC Billing, Inc. will be added as an account holder on the deposit
accounts held at Bank of America to be identified. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule III 
 Agreement Collateral 
 None. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule IV 
 Account Collateral – Deposit Accounts 
 MSC Billing, Inc. will be added as an account holder on the deposit
accounts at Bank of America to be identified. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule V 
 Commercial Tort Claims 
 None. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule VI 
 Legal Name, Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization, Organizational Identification Number, Trade Names 
  

			
	Legal Name:	    	MSC Billing, Inc.
		
	Location:	    	1764-1 Marco Beach Drive
		    	Jacksonville, FL 32224
		
	Chief Executive Office:	    	1764-1 Marco Beach Drive
		    	Jacksonville, FL 32224
		
	Type of Organization:	    	Corporation
		
	Jurisdiction:	    	Florida
		
	State ID No.	    	P07000005904
		
	FEIN:	    	20-8254123
		
	Trade Names:	    	None.

  

 MSC - Schedules to Security Agreement Supplement 








 Schedule VII 
 Changes to Legal Name, Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization, Organizational Identification Number 
 None. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule VIII 
 Equipment and Inventory 
 None. 
  

 MSC - Schedules to Security Agreement Supplement 








 Schedule IX 
 Letters of Credit 
 None. 
  

 MSC - Schedules to Security Agreement Supplement