**Exhibit 10.44**

 

 

 

 

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**GUARANTY AND COLLATERAL AGREEMENT**

**datedas of May 5, 2006**

**among**

**OPTION CARE, INC.,**

**and**

**THE OTHER PARTIES HERETO,**

**as Grantors,**

**and**

**LASALLE BANK NATIONAL ASSOCIATION,****as the Administrative Agent**

 

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**GUARANTY AND COLLATERAL AGREEMENT**

THIS GUARANTY ANDCOLLATERAL AGREEMENT dated as of May 5, 2006 (this “Agreement”) isentered into among OPTION CARE, INC., a Delaware corporation (the “Company”),****and each other Person signatory hereto as a Grantor (collectivelywith the Company and any other  Personthat becomes a party hereto as provided herein, the “Grantors”) in favorof LASALLE BANK NATIONAL ASSOCIATION, as the Administrative Agent for all theLenders party to the Credit Agreement (as hereafter defined).

The Lenders haveseverally agreed to extend credit to the Grantors pursuant to the CreditAgreement. The Grantors are engaged in interrelated businesses, and eachGrantor will derive substantial direct and indirect benefit from extensions ofcredit under the Credit Agreement. It is a condition precedent to each Lender’sobligation to extend credit under the Credit Agreement that the Grantors shallhave executed and delivered this Agreement to the Administrative Agent for theratable benefit of all the Lenders.

In consideration of thepremises and to induce the Administrative Agent and the Lenders to enter intothe Credit Agreement and to induce the Lenders to extend credit thereunder,each Grantor hereby agrees with the Administrative Agent, for the ratablebenefit of the Lenders, as follows:

# SECTION 1  DEFINITIONS.

## 1.1           Unless otherwisedefined herein, terms defined in the Credit Agreement and used herein shallhave the meanings given to them in the Credit Agreement, and the followingterms are used herein as defined in the UCC: Accounts, CertificatedSecurity,  Commercial Tort Claims,Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, FarmProducts, Goods, Health Care Insurance Receivables, Instruments, Inventory,Leases, Letter-of-Credit Rights, Money, Payment Intangibles, SupportingObligations, Tangible Chattel Paper.

## 1.2           When used herein thefollowing terms shall have the following meanings:

Agreementhas the meaning set forth in the preamble hereto.

Chattel Papermeans all “chattel paper” as such term is defined in Section 9-102(a)(11)of the UCC and, in any event, including with respect to any Grantor, allElectronic Chattel Paper and Tangible Chattel Paper.

Collateralmeans (a) all of the personal property now owned or at any time hereafteracquired by any Grantor or in which any Grantor now has or at any time in thefuture may acquire any right, title or interest, including all of each Grantor’sAccounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents,Equipment, Farm Products, Fixtures, General Intangibles, Health Care InsuranceReceivables, Goods, Instruments, Intellectual Property, Inventory, InvestmentProperty, Leases, Letter-of-Credit Rights, Money, Supporting Obligations andIdentified Claims, (b) all books and records pertaining to any of theforegoing, (c) all Proceeds and products of any of the foregoing, and (d) allcollateral security and guaranties given by any Person with respect to any ofthe foregoing. Where the context requires,

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terms relating to the Collateral or any part thereof,when used in relation to a Grantor, shall refer to such Grantor’s Collateral orthe relevant part thereof.

Copyrightsmeans all copyrights arising under the laws of the United States, any othercountry or any political subdivision thereof, whether registered orunregistered and whether published or unpublished, including those listed on Schedule5, all registrations and recordings thereof, and all applications inconnection therewith, including all registrations, recordings and applicationsin the United States Copyright Office, and the right to obtain all renewals ofany of the foregoing.

Copyright Licensesmeans all written agreements naming any Grantor as licensor or licensee,including those listed on Schedule 5, granting any right under anyCopyright, including the grant of rights to manufacture, distribute, exploitand sell materials derived from any Copyright.

Credit Agreementmeans the Credit Agreement of even date herewith among the Grantors, theLenders and the Administrative Agent, as amended, supplemented, restated orotherwise modified from time to time.

Fixturesmeans all of the following, whether now owned or hereafter acquired by aGrantor: plant fixtures; business fixtures; other fixtures and storagefacilities, wherever located; and all additions and accessories thereto andreplacements therefor.

General Intangiblesmeans all “general intangibles” as such term is defined in Section 9-102(a)(42)of the UCC and, in any event, including with respect to any Grantor, allPayment Intangibles, all contracts and Contract Rights, agreements, instrumentsand indentures in any form, and portions thereof, to which such Grantor is aparty or under which such Grantor has any right, title or interest or to whichsuch Grantor or any property of such Grantor is subject, as the same from timeto time may be amended, supplemented or otherwise modified, including, withoutlimitation, (a) all rights of such Grantor to receive moneys due and tobecome due to it thereunder or in connection therewith, (b) all rights ofsuch Grantor to damages arising thereunder and (c) all rights of suchGrantor to perform and to exercise all remedies thereunder; provided,that the foregoing limitation shall not affect, limit, restrict or impair thegrant by such Grantor of a security interest pursuant to this Agreement in anyReceivable or any money or other amounts due or to become due under any suchPayment Intangible, contract, agreement, instrument or indenture.

Governmental AccountDebtors means an Account Debtor that is a GovernmentReimbursement Program.

Government ReimbursementProgram means (i) the Medicare program established underTitle XVIII of the Federal Social Security Act, the Federal Employees HealthBenefit Program under 5 U.S.C. §§ 8902 et seq., the TRICARE program establishedby the Department of Defense under 10 U.S.C. §§ 1071 et seq. or the CivilianHealth and Medical Program of the Uniformed Services under 10 U.S.C. §§ 1079and 1086, (ii) the Medicaid program of any state or the District ofColumbia acting pursuant to a health plan adopted pursuant to Title XIX of the

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Federal Social Security Act or (iii) any agent,administrator, intermediary or carrier for any of the foregoing.

Identified Claimsmeans the Commercial Tort Claims described on Schedule 7 as suchschedule shall be supplemented from time to time.

Intellectual Propertymeans the collective reference to all rights, priorities and privilegesrelating to intellectual property, whether arising under United States,multinational or foreign laws or otherwise, including the Copyrights, theCopyright Licenses, the Patents, the Patent Licenses, the Trademarks and theTrademark Licenses, and all rights to sue at law or in equity for anyinfringement or other impairment thereof, including the right to receive allproceeds and damages therefrom.

Intercompany Notemeans any promissory note evidencing loans made by any Grantor to any otherGrantor, if any.

Investment Propertymeans the collective reference to (a) all “investment property” as suchterm is defined in Section 9-102(a)(49) of the UCC (other than theequity interest of any foreign Subsidiary excluded from the definition ofPledged Equity), (b) all “financial assets” as such term is defined in Section 8-102(a)(9) ofthe UCC, and (b) whether or not constituting “investment property” as sodefined, all Pledged Notes and all Pledged Equity.

Issuersmeans the collective reference to each issuer of any Investment Property.

Paid in Fullmeans (a) the payment in full in cash and performance of all Obligations, (b) thetermination of all Commitments and (c) either (i) the cancellationand return to the Administrative Agent of all Letters of Credit or (ii) thecash collateralization of all Letters of Credit in accordance with the CreditAgreement.

Patentsmeans (a) all letters patent of the United States, any other country orany political subdivision thereof, all reissues and extensions thereof and allgoodwill associated therewith, including any of the foregoing referred to in Schedule5, (b) all applications for letters patent of the United States or anyother country and all divisions, continuations and continuations-in-partthereof, including any of the foregoing referred to in Schedule 5, and (c) allrights to obtain any reissues or extensions of the foregoing.

Patent Licensesmeans all agreements, whether written or oral, providing for the grant by or toany Grantor of any right to manufacture, use or sell any invention covered inwhole or in part by a Patent, including any of the foregoing referred to in Schedule5.

Pledged Equitymeans the equity interests in each domestic Subsidiary of the Company listed onSchedule 1, together with any other equity interests, certificates,options or rights of any nature whatsoever in respect of the equity interestsof any Person that may be issued or granted to, or held by, any Grantor whilethis Agreement is in effect; provided that in no event shall the equityinterests of any existing foreign Subsidiary or more than 65% of the totaloutstanding equity interests of any foreign Subsidiary acquired after the datehereof be required to be pledged hereunder.

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Pledged Notesmeans all promissory notes listed on Schedule 1, all Intercompany Notesat any time issued to any Grantor and all other promissory notes issued to orheld by any Grantor (other than (a) promissory notes issued in connectionwith extensions of trade credit by any Grantor in the ordinary course ofbusiness and (b) any individual promissory note which is less than$2,000,000 in principal amount, up to an aggregate of $8,000,000 for all suchpromissory notes excluded under this clause (b)).

Proceedsmeans all “proceeds” as such term is defined in Section 9-102(a)(64)of the UCC and, in any event, shall include all dividends or other income fromthe Investment Property, collections thereon or distributions or payments withrespect thereto.

Receivablemeans any right to payment for goods sold or leased or for services rendered,whether or not such right is evidenced by an Instrument or Chattel Paper andwhether or not it has been earned by performance (including any Accounts).

Securities Actmeans the Securities Act of 1933, as amended.

Trademarksmeans (a) all trademarks, trade names, corporate names, the Grantor names,business names, fictitious business names, trade styles, service marks, logosand other source or business identifiers, and all goodwill associatedtherewith, now existing or hereafter adopted or acquired, all registrations andrecordings thereof, and all applications in connection therewith, whether inthe United States Patent and Trademark Office or in any similar office oragency of the United States, any State thereof or any other country or anypolitical subdivision thereof, or otherwise, and all common-law rights related thereto,including any of the foregoing referred to in Schedule 5, and (b) theright to obtain all renewals thereof.

Trademark Licensesmeans, collectively, each agreement, whether written or oral, providing for thegrant by or to any Grantor of any right to use any Trademark, including any ofthe foregoing referred to in Schedule 5.

UCCmeans the Uniform Commercial Code as in effect on the date hereof andfrom time to time in the State of Illinois, provided that if by reasonof mandatory provisions of law, the perfection or the effect of perfection ornon-perfection of the security interests in any Collateral or the availabilityof any remedy hereunder is governed by the Uniform Commercial Code as in effecton or after the date hereof in any other jurisdiction, “UCC” means the UniformCommercial Code as in effect in such other jurisdiction for purposes of theprovisions hereof relating to such perfection or effect of perfection ornon-perfection or availability of such remedy.

# SECTION 2  GUARANTY.

## 2.1           Guaranty.(a) Each of the Grantors hereby, jointly and severally, unconditionallyand irrevocably, as a primary obligor and not only a surety, guaranties to theAdministrative Agent, for the ratable benefit of the Lenders and theirrespective successors, indorsees, transferees and assigns, the prompt andcomplete payment and performance by each of the other Grantors when due(whether at the stated maturity, by acceleration or otherwise) of theObligations.

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### (b)           Reserved.

### (c)           Reserved.

### (d)           The guarantycontained in this Section 2 shall remain in full force and effectuntil all of the Obligations shall have been Paid in Full.

### (e)           No payment made byany of the Grantors, any other guarantor or any other Person or received orcollected by the Administrative Agent or any Lender from any of the Grantors,any other guarantor or any other Person by virtue of any action or proceedingor any set-off or appropriation or application at any time or from time to timein reduction of or in payment of the Obligations shall be deemed to modify,reduce, release or otherwise affect the liability of any Grantor hereunderwhich shall, notwithstanding any such payment (other than any payment made bysuch Grantor in respect of the Obligations or any payment received or collectedfrom such Grantor in respect of the Obligations), remain liable for theObligations until the Obligations are Paid in Full.

## 2.2           Reserved.

## 2.3           No Subrogation.Notwithstanding any payment made by any Grantor hereunder or any set-off orapplication of funds of any Grantor by the Administrative Agent or any Lender,no Grantor shall be entitled to be subrogated to any of the rights of theAdministrative Agent or any Lender against any Grantor or any collateralsecurity or guaranty or right of offset held by the Administrative Agent or anyLender for the payment of the Obligations, nor shall any Grantor seek or beentitled to seek any contribution or reimbursement from any other Grantor inrespect of payments made by such Grantor hereunder, until all of theObligations are Paid in Full, no Letter of Credit shall be outstanding and theCommitments are terminated. If any amount shall be paid to any Grantor onaccount of such subrogation rights at any time when all of the Obligationsshall not have been Paid in Full, such amount shall be held by such Grantor intrust for the Administrative Agent and the Lenders, segregated from other fundsof such Grantor, and shall, forthwith upon receipt by such Grantor, be turnedover to the Administrative Agent in the exact form received by such Grantor(duly indorsed by such Grantor to the Administrative Agent, if required), to beapplied against the Obligations, whether matured or unmatured, in such order asthe Administrative Agent may determine.

## 2.4           Amendments, etc.with respect to the Obligations. Each Grantor shall remain obligatedhereunder notwithstanding that, without any reservation of rights against anyGrantor and without notice to or further assent by any Grantor, any demand forpayment of any of the Obligations made by the Administrative Agent or anyLender may be rescinded by the Administrative Agent or such Lender and any ofthe Obligations continued, and the Obligations, or the liability of any otherPerson upon or for any part thereof, or any collateral security or guaranty thereforor right of offset with respect thereto, may, from time to time, in whole or inpart, be renewed, extended, amended, modified, accelerated, compromised,waived, surrendered or released by the Administrative Agent or any Lender, andthe Credit Agreement and the other Loan Documents and any other documentsexecuted and delivered in connection therewith may be amended, modified,supplemented or terminated, in whole or in part, as the Administrative Agent(or the Required Lenders or all the Lenders, as the case may be) may deemadvisable from

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time to time. Neither the Administrative Agent nor anyLender shall have any obligation to protect, secure, perfect or insure any Lienat any time held by it as security for the Obligations or for the guarantycontained in this Section 2 or any property subject thereto.

## The Administrative Agent or any Lender may, from time to time, at itssole discretion and without notice to any Grantor (or any of them), take any orall of the following actions:  (a) retainor obtain a security interest in any property to secure any of the Obligationsor any obligation hereunder, (b) retain or obtain the primary or secondaryobligation of any obligor or obligors, in addition to the undersigned, withrespect to any of the Obligations, (c) release or compromise anyobligation of any of the undersigned hereunder or any obligation of any natureof any other obligor with respect to any of the Obligations, (d) releaseany guaranty or right of offset or its security interest in, or surrender, releaseor permit any substitution or exchange for, all or any part of any propertysecuring any of the Obligations or any obligation hereunder, or extend or renewfor one or more periods (whether or not longer than the original period) orrelease, compromise, alter or exchange any obligations of any nature of anyobligor with respect to any such property, and (e) resort to theundersigned (or any of them) for payment of any of the Obligations when due,whether or not the Administrative Agent or such Lender shall have resorted toany property securing any of the Obligations or any obligation hereunder orshall have proceeded against any other of the undersigned or any other obligorprimarily or secondarily obligated with respect to any of the Obligations.

## 2.5           Waivers. TheObligations, and any of them, shall conclusively be deemed to have beencreated, contracted or incurred, or renewed, extended, amended or waived, inreliance upon the guaranty contained in this Section 2, and alldealings between the any of the Grantors, on the one hand, and theAdministrative Agent and the Lenders, on the other hand, likewise shall beconclusively presumed to have been had or consummated in reliance upon theguaranty contained in this Section 2. Each Grantor waives (a) diligence,presentment, protest, demand for payment and notice of default, dishonor ornonpayment and all other notices whatsoever to or upon any of the Grantors withrespect to the Obligations, (b) notice of the existence or creation ornon-payment of all or any of the Obligations and (c) all diligence incollection or protection of or realization upon any Obligations or any securityfor or guaranty of any Obligations.

## 2.6           Payments. EachGrantor hereby guaranties that payments hereunder will be paid to the AdministrativeAgent without set-off or counterclaim in Dollars at the office of theAdministrative Agent specified in the Credit Agreement.

# SECTION 3  GRANT OF SECURITY INTEREST.

## 3.1           Grant. EachGrantor hereby assigns and transfers to the Administrative Agent, and herebygrants to the Administrative Agent, for the ratable benefit of the Lenders and(to the extent provided herein) their Affiliates, a continuing securityinterest in all of its Collateral, as collateral security for the prompt andcomplete payment and performance when due (whether at the stated maturity, byacceleration or otherwise) of the Obligations.

## 3.2           Reserved.

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# SECTION 4  REPRESENTATIONS AND WARRANTIES.

To induce the Administrative Agent and the Lenders toenter into the Credit Agreement and to induce the Lenders to make theirrespective extensions of credit to the Grantors thereunder, each Grantorjointly and severally hereby represents and warrants to the AdministrativeAgent and each Lender that:

## 4.1           Title; No OtherLiens. Except for Permitted Liens, the Grantors own each item of theCollateral free and clear of any and all Liens or claims of others. Nofinancing statement or other public notice with respect to all or any part ofthe Collateral is on file or of record in any public office, except filingsevidencing Permitted Liens and filings for which termination statements havebeen delivered to the Administrative Agent.

## 4.2           Perfected FirstPriority Liens. The security interests granted pursuant to this Agreement (a) uponcompletion of the filings and other actions specified on Schedule 2 willconstitute valid perfected security interests in all of the Collateral in favorof the Administrative Agent, for the ratable benefit of the Lenders, ascollateral security for the Obligations, enforceable in accordance with theterms hereof against all creditors of each Grantor and any Persons purportingto purchase any Collateral from each Grantor and (b) are prior to allother Liens on the Collateral in existence on the date hereof except for PermittedLiens for which priority is accorded under applicable law. The filings andother actions specified on Schedule 2 constitute all of the filings andother actions necessary to perfect all security interests granted hereunder.

## 4.3           GrantorInformation. On the date hereof, Schedule 3 sets forth (a) eachGrantor’s jurisdiction of organization, (b) the location of each Grantor’schief executive office, (c) each Grantor’s exact legal name as it appearson its organizational documents and (d) each Grantor’s organizationalidentification number (to the extent a Grantor is organized in a jurisdictionwhich assigns such numbers) and federal employer identification number.

## 4.4           CollateralLocations. On the date hereof, Schedule 4 sets forth (a) eachplace of business of each Grantor (including its chief executive office), (b) alllocations where all Inventory and the Equipment owned by each Grantor is kept,except with respect to Inventory and Equipment with a fair market value of lessthan $500,000 (individually for a Grantor) which may be located at otherlocations and (c) whether each such Collateral location and place ofbusiness (including each Grantor’s chief executive office) is owned or leased(and if leased, specifies the name and notice address of each lessor). NoCollateral is located outside the United States or in the possession of anylessor, bailee, warehouseman or consignee, except as indicated on Schedule 4.

## 4.5           Certain Property.None of the Collateral constitutes, or is the Proceeds of, (a) FarmProducts or (b) vessels, aircraft or any other property subject to anycertificate of title or other registration statute of the United States, anyState or other jurisdiction, except for personal vehicles owned by the Grantorsand used by employees of the Grantors in the ordinary course of business withan aggregate fair market value of less than $250,000 (in the aggregate for allGrantors).

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## 4.6           InvestmentProperty. (a) The Pledged Equity pledged by each Grantor hereunderconstitutes all the issued and outstanding equity interests of each Issuerowned by such Grantor.

### (b)           All of the PledgedEquity has been duly and validly issued and is fully paid and nonassessable.

### (c)           Each of the PledgedNotes constitutes the legal, valid and binding obligation of the obligor withrespect thereto, enforceable in accordance with its terms (subject to theeffects of bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and other similar laws relating to or affecting creditors’ rightsgenerally, general equitable principles (whether considered in a proceeding inequity or at law) and an implied covenant of good faith and fair dealing).

### (d)           Schedule 1lists all Investment Property owned by each Grantor. Each Grantor is the recordand beneficial owner of, and has good and marketable title to, the InvestmentProperty pledged by it hereunder, free of any and all Liens or options in favorof, or claims of, any other Person, except Permitted Liens.

## 4.7           Receivables.(a) No amount payable to such Grantor under or in connection with anyReceivable in excess of $100,000 is evidenced by any Instrument or ChattelPaper which has not been delivered to the Administrative Agent.

### (b)           The amountsrepresented by such Grantor to the Lenders from time to time as owing to suchGrantor in respect of the Receivables (to the extent such representations arerequired by any of the Loan Documents) will at all such times be accurate,subject to contractual payor discounts or other discounts customary in thehealth care industry with respect to Health Care Insurance Receivables,Government Reimbursement Programs or otherwise, which have been disclosed tothe Administrative Agent.

## 4.8           IntellectualProperty. (a) Schedule 5 lists all Intellectual Property ownedby such Grantor in its own name on the date hereof.

### (b)           On the date hereof,all material Intellectual Property owned by any Grantor is valid, subsisting,unexpired and enforceable and has not been abandoned.

### (c)           Except as set forthin Schedule 5, none of the material Intellectual Property is the subjectof any licensing or franchise agreement pursuant to which such Grantor is thelicensor or franchisor.

### (d)           Each Grantor ownsand possesses or has a license or other right to use all Intellectual Propertyas is necessary for the conduct of the businesses of such Grantor, without anyinfringement upon rights of others which could reasonably be expected to have aMaterial Adverse Effect.

## 4.9           Depositary andOther Accounts. All depositary and other accounts maintained by eachGrantor are described on Schedule 6 hereto, which description includesfor each such account the name of the Grantor maintaining such account, thename, address,

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telephone and fax numbers of the financial institutionat which such account is maintained, the account number and the accountofficer, if any, of such account.

# SECTION 5  COVENANTS.

Each Grantor covenants and agrees with theAdministrative Agent and the Lenders that, from and after the date of thisAgreement until the Obligations shall have been Paid in Full:

## 5.1           Delivery ofInstruments, Certificated Securities and Chattel Paper. If any amount inexcess of $100,000 payable under or in connection with any of the Collateralshall be or become evidenced by any Instrument, Certificated Security orChattel Paper, such Instrument, Certificated Security or Chattel Paper shall beimmediately delivered to the Administrative Agent, duly indorsed in a mannersatisfactory to the Administrative Agent, to be held as Collateral pursuant tothis Agreement. In the event that an Unmatured Event of Default or Event ofDefault shall have occurred and be continuing, upon the request of theAdministrative Agent, any Instrument, Certificated Security or Chattel Papernot theretofore delivered to the Administrative Agent and at such time being heldby any Grantor, without regard to the amount thereof, shall be immediatelydelivered to the Administrative Agent, duly indorsed in a manner satisfactoryto the Administrative Agent, to be held as Collateral pursuant to thisAgreement.

## 5.2           Maintenance of PerfectedSecurity Interest; Further Documentation. (a) Such Grantor shallmaintain the security interest created by this Agreement as a perfectedsecurity interest having at least the priority described in Section 4.2and shall defend such security interest against the claims and demands of allPersons whomsoever.

### (b)           Such Grantor willfurnish to the Administrative Agent and the Lenders from time to timestatements and schedules further identifying and describing the assets andproperty of such Grantor and such other reports in connection therewith as theAdministrative Agent may reasonably request, all in reasonable detail.

### (c)           At any time and fromtime to time, upon the written request of the Administrative Agent, and at thesole expense of such Grantor, such Grantor will promptly and duly execute anddeliver, and have recorded, such further instruments and documents and takesuch further actions as the Administrative Agent may reasonably request for thepurpose of obtaining or preserving the full benefits of this Agreement and ofthe rights and powers herein granted, including (i) filing any financingor continuation statements under the UCC (or other similar laws) in effect inany jurisdiction with respect to the security interests created hereby and (ii) inthe case of Investment Property and any other relevant Collateral, taking anyactions reasonably necessary to enable the Administrative Agent to obtain “control”(within the meaning of the applicable UCC) with respect thereto.

## 5.3           Changes inLocations, Name, etc. Such Grantor shall not, except upon 30 days’ priorwritten notice to the Administrative Agent and delivery to the AdministrativeAgent of (a) all additional financing statements and other documentsreasonably requested by the Administrative Agent as to the validity, perfectionand priority of the security interests provided

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for herein and (b) if applicable, a writtensupplement to Schedule 4 showing any additional location at whichInventory or Equipment shall be kept:

#### (i)            permit any of the Inventory orEquipment to be kept at a location other than those listed on Schedule 4;provided, that up to $250,000 (individually for a Grantor) in fairmarket value of any such Inventory and Equipment may be kept at otherlocations;

#### (ii)           change its jurisdiction oforganization or the location of its chief executive office from that specifiedon Schedule 3 or in any subsequent notice delivered pursuant to this Section 5.3;or

#### (iii)          change its name, identity or corporatestructure.

## 5.4           Notices. SuchGrantor will advise the Administrative Agent and the Lenders promptly, inreasonable detail, of:

### (a)           any Lien (other thanPermitted Liens) on any of the Collateral which would adversely affect theability of the Administrative Agent to exercise any of its remedies hereunder;and

### (b)           the occurrence ofany other event which could reasonably be expected to have a material adverseeffect on the aggregate value of the Collateral or on the Liens created hereby.

## 5.5           InvestmentProperty. (a) If such Grantor shall become entitled to receive orshall receive any certificate, option or rights in respect of the equityinterests of any Issuer, whether in addition to, in substitution of, as aconversion of, or in exchange for, any of the Pledged Equity, or otherwise inrespect thereof, such Grantor shall accept the same as the agent of theAdministrative Agent and the Lenders, hold the same in trust for theAdministrative Agent and the Lenders and deliver the same forthwith to theAdministrative Agent in the exact form received, duly indorsed by such Grantorto the Administrative Agent, if required, together with an undated instrumentof transfer covering such certificate duly executed in blank by such Grantorand with, if the Administrative Agent so requests, signature guarantied, to beheld by the Administrative Agent, subject to the terms hereof, as additionalCollateral for the Obligations. Upon the occurrence and during the continuanceof an Event of Default, (i) any sums paid upon or in respect of theInvestment Property upon the liquidation or dissolution of any Issuer shall bepaid over to the Administrative Agent to be held by it hereunder as additionalCollateral for the Obligations, and (ii) in case any distribution ofcapital shall be made on or in respect of the Investment Property or anyproperty shall be distributed upon or with respect to the Investment Propertypursuant to the recapitalization or reclassification of the capital of anyIssuer or pursuant to the reorganization thereof, the property so distributedshall, unless otherwise subject to a perfected Lien in favor of theAdministrative Agent, be delivered to the Administrative Agent to be held by ithereunder as additional Collateral for the Obligations. Upon the occurrence andduring the continuance of an Event of Default, if any sums of money or propertyso paid or distributed in respect of the Investment Property shall be receivedby such Grantor, such Grantor shall, until such money or property is paid ordelivered to the Administrative

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Agent, hold such money or property in trust for theLenders, segregated from other funds of such Grantor, as additional Collateralfor the Obligations.

### (b)           Without the priorwritten consent of the Administrative Agent, such Grantor will not (i) voteto enable, or take any other action to permit, any Issuer to issue any equityinterests of any nature or to issue any other securities or interestsconvertible into or granting the right to purchase or exchange for any equityinterests of any nature of any Issuer, except, in each case, as permitted bythe Credit Agreement, including but not limited to the Company’s right to issueequity interests in connection with any Acquisition permitted by Section 11.5of the Credit Agreement, (ii) sell, assign, transfer, exchange, orotherwise dispose of, or grant any option with respect to, the InvestmentProperty or Proceeds thereof (except pursuant to a transaction expresslypermitted by the Credit Agreement) other than, with respect to InvestmentProperty not constituting Pledged Equity or Pledged Notes, any such actionwhich is not prohibited by the Credit Agreement, (iii) create, incur orpermit to exist any Lien or option in favor of, or any claim of any Person withrespect to, any of the Investment Property or Proceeds thereof, or any interesttherein, except for Permitted Liens, or (iv) enter into any agreement orundertaking restricting the right or ability of such Grantor or theAdministrative Agent to sell, assign or transfer any of the Investment Propertyor Proceeds thereof, except, with respect to such Investment Property,shareholders’ agreements entered into by such Grantor with respect to Personsin which such Grantor maintains an ownership interest of 50% or less.

### (c)           Inthe case of each Grantor which is an Issuer, such Issuer agrees that (i) itwill be bound by the terms of this Agreement relating to the InvestmentProperty issued by it and will comply with such terms insofar as such terms areapplicable to it, (ii) it will notify the Administrative Agent promptly inwriting of the occurrence of any of the events described in Section 5.5(a) withrespect to the Investment Property issued by it and (iii) the terms of Sections6.3(c) and 6.7 shall apply to such Grantor with respect to allactions that may be required of it pursuant to Section 6.3(c) or6.7 regarding the Investment Property issued by it.

## 5.6           Receivables.(a) Other than in the ordinary course of business consistent with its pastpractice and in amounts which are not material to such Grantor, such Grantorwill not (i) grant any extension of the time of payment of any Receivable,(ii) compromise or settle any Receivable for less than the full amountthereof, (iii) release, wholly or partially, any Person liable for thepayment of any Receivable, (iv) allow any credit or discount whatsoever onany Receivable (subject to contractual payor discounts or other discountscustomary in the health care industry with respect to Health Care InsuranceReceivables, Government Reimbursement Programs or otherwise, which have beendisclosed to the Administrative Agent) or (v) amend, supplement or modifyany Receivable in any manner that could adversely affect the value thereof.

### (b)           SuchGrantor will deliver to the Administrative Agent a copy of each materialdemand, notice or document received by it that questions or calls into doubtthe validity or enforceability of more than 5% of the aggregate amount of thethen outstanding Receivables for all Grantors.

## 5.7           IntellectualProperty. (a) Such Grantor (either itself or through licensees) will (i) continueto use each Trademark material to its business in order to maintain such

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Trademark in full force free from any claim ofabandonment for non-use, (ii) maintain as in the past the quality ofproducts and services offered under such Trademark, (iii) use suchTrademark with the appropriate notice of registration and all other notices andlegends required by applicable law, (iv) not adopt or use any mark whichis confusingly similar or a colorable imitation of such Trademark unless theAdministrative Agent, for the ratable benefit of the Lenders, shall obtain aperfected security interest in such mark pursuant to this Agreement, and (v) not(and not permit any licensee or sublicensee thereof to) do any act or knowinglyomit to do any act whereby such Trademark may become invalidated or impaired inany way.

### (b)           Such Grantor (eitheritself or through licensees) will not do any act, or omit to do any act,whereby any Patent material to its business may become forfeited, abandoned ordedicated to the public.

### (c)           Such Grantor (eitheritself or through licensees) (i) will employ each Copyright material toits business and (ii) will not (and will not permit any licensee orsublicensee thereof to) do any act or knowingly omit to do any act whereby anymaterial portion of such Copyrights may become invalidated or otherwiseimpaired. Such Grantor will not (either itself or through licensees) do any actwhereby any material portion of such Copyrights may fall into the publicdomain.

### (d)           Such Grantor (eitheritself or through licensees) will not do any act that knowingly uses anyIntellectual Property material to its business to infringe the intellectualproperty rights of any other Person.

### (e)           Such Grantor willnotify the Administrative Agent and the Lenders immediately if it knows, or hasreason to know, that any application or registration relating to any materialIntellectual Property may become forfeited, abandoned or dedicated to thepublic, or of any adverse determination or development (including the institutionof, or any such determination or development in, any proceeding in the UnitedStates Patent and Trademark Office, the United States Copyright Office or anycourt or tribunal in any country) regarding, such Grantor’s ownership of, orthe validity of, any material Intellectual Property or such Grantor’s right toregister the same or to own and maintain the same.

### (f)            Whenever suchGrantor, either by itself or through any agent, employee, licensee or designee,shall file an application for the registration of any Intellectual Propertywith the United States Patent and Trademark Office, the United States CopyrightOffice or any similar office or agency in any other country or any politicalsubdivision thereof, such Grantor shall report such filing to the AdministrativeAgent concurrently with the next delivery of financial statements of theCompany pursuant to Section 10.1 of the Credit Agreement. Upon therequest of the Administrative Agent, such Grantor shall execute and deliver,and have recorded, any and all agreements, instruments, documents, and papersas the Administrative Agent may request to evidence the Administrative Agent’sand the Lenders’ security interest in any Copyright, Patent or Trademark andthe goodwill and general intangibles of such Grantor relating thereto orrepresented thereby.

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### (g)           Such Grantor willtake all reasonable and necessary steps to maintain and pursue each application(and to obtain the relevant registration) and to maintain each registration ofall material Intellectual Property owned by it.

### (h)           In the event thatany material Intellectual Property is infringed upon or misappropriated ordiluted by a third party, such Grantor shall (i) take such actions as suchGrantor shall reasonably deem appropriate under the circumstances to protectsuch Intellectual Property and (ii) if such Intellectual Property is ofmaterial economic value, promptly notify the Administrative Agent after itlearns thereof and, to the extent, in its reasonable judgment, such Grantordetermines it appropriate under the circumstances, sue for infringement,misappropriation or dilution, to seek injunctive relief where appropriate andto recover any and all damages for such infringement, misappropriation ordilution.

## 5.8           Reserved.

## 5.9           Depositaryand Other Deposit Accounts. (a) On or before the Closing Date, theGrantors shall (i) direct all of their Account Debtors to make allpayments on their Accounts directly to one or more deposit accounts owned andcontrolled by the Grantors and maintained with the Administrative Agent and (ii) causeany Person acting for or in concert with the Grantors that received any monies,checks, notes, drafts or other payments relating to or as proceeds from AccountDebtors to promptly remit the same to such deposit accounts. Each Grantoragrees to indemnify and hold the Administrative Agent and Lenders harmless fromany and all liabilities, claims, losses and demands whatsoever, includingreasonable attorneys’ fees and expenses, arising from or relating to actions ofthe Administrative Agent or any Lender pursuant to this Section 5.9 or anydeposit account agreement.

### (b)           No Grantor shallopen any depositary or other deposit accounts unless such Grantor shall havegiven the Administrative Agent 10 days’ prior written notice of its intentionto open any such new deposit accounts. The Grantors shall deliver to theAdministrative Agent a revised version of Schedule 6 showing any changesthereto within 5 days of any such change. Each Grantor hereby authorizes thefinancial institutions at which such Grantor maintains a deposit account toprovide the Administrative Agent with such information with respect to suchdeposit account as the Administrative Agent may from time to time reasonablyrequest, and each Grantor hereby consents to such information being provided tothe Administrative Agent. Each Grantor will, cause each financial institutionat which such Grantor maintains a depositary or other deposit account thatexceeds $1,000,000 in average daily balance for any one month period to enterinto a bank agency or other similar agreement with the Administrative Agent andsuch Grantor, in form and substance satisfactory to the Administrative Agent,in order to give the Administrative Agent “control” (as defined in the UCC) ofsuch account.

### (c)           The Grantors, jointly and severally, agreeto pay all fees, costs and expenses which the Administrative Agent incurs inconnection with opening and maintaining the deposit accounts described in this Section anddepositing for collection by the Administrative Agent any check or other itemof payment received by the Administrative Agent on account of the Obligations. Allof such fees, costs and expenses shall constitute Obligations hereunder andshall be payable to the Administrative Agent by the Grantors upon demand. Allchecks, drafts, instruments and other items of payment or proceeds ofCollateral shall be endorsed by the

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## applicable Grantor to the AdministrativeAgent, and, if that endorsement of any such item shall not be made for anyreason, the Administrative Agent is hereby irrevocably authorized to endorsethe same on such Grantor’s behalf. Subject to applicable law regardingGovernmental Account Debtors, and for the purpose of this section, eachGrantor  irrevocably hereby makes,constitutes and appoints the Administrative Agent (and all Persons designatedby the Administrative Agent for that purpose) as such Grantor’s true and lawfulattorney and agent-in-fact (a) to endorse such Grantor’s name upon saiditems of payment and/or proceeds of Collateral and upon any Chattel Paper,document, Instrument, invoice or similar document or agreement relating to anyAccount of the such Grantor or goods pertaining thereto; (b) to takecontrol in any manner of any item of payment or proceeds thereof; and (c) tohave access to any lock box or postal box into which any of such Grantor’s mailis deposited, and open and process all mail addressed to the such Grantor anddeposited therein. All amounts received in an Agent Account shall be deemedreceived by the Administrative Agent in accordance with Section 7.1of the Credit Agreement and applied to Obligations. In no event shall anyamount be applied unless and until such amount shall have been credited inimmediately available funds to an Agent Account.

## 5.10         Other Matters.

### (a)           On or prior to theClosing Date, each of the Grantors shall cause to be delivered to theAdministrative Agent a Collateral Access Agreement with respect to each baileewith which such Grantor keeps Inventory or other assets as of the Closing Datewith a value in excess of $500,000. If any Grantor shall cause to be deliveredInventory or other property in excess of $500,000 in value to any bailee afterthe Closing Date, such Grantor shall use reasonable efforts to cause suchbailee to sign a Collateral Access Agreement. Such requirement may be waived atthe option of the Administrative Agent. For purposes of this Section 5.10(a),“value” of Inventory and other property shall mean the value assigned by therelevant Grantor to such items for purposes of reporting to such Grantor’sinsurers the value with respect to the applicable location.

### (b)           Each Grantorauthorizes the Administrative Agent to, at any time and from time to time, filefinancing statements, continuation statements, and amendments thereto thatdescribe the Collateral as “all assets” of each Grantor, or words of similareffect, and which contain any other information required pursuant to the UCCfor the sufficiency of filing office acceptance of any financing statement,continuation statement, or amendment, and each Grantor agrees to furnish anysuch information to the Administrative Agent promptly upon request. Any suchfinancing statement, continuation statement, or amendment may be signed by theAdministrative Agent on behalf of any Grantor and may be filed at any time inany jurisdiction.

### (c)           Each Grantor shall,at any time and from time and to time, take such steps as the AdministrativeAgent may reasonably request for the Administrative Agent (i) to obtain anacknowledgement, in form and substance reasonably satisfactory to the AdministrativeAgent, of any bailee having possession of any of the Collateral, stating thatthe bailee holds such Collateral for the Administrative Agent, (ii) toobtain “control” of any letter-of-credit rights, or electronic chattel paper(as such terms are defined by the UCC with corresponding provisions thereofdefining what constitutes “control” for such items of Collateral), with anyagreements establishing control to be in form and substance reasonablysatisfactory to the Administrative

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### Agent, and (iii) otherwiseto insure the continued perfection and priority of the Administrative Agent’ssecurity interest in any of the Collateral and of the preservation of itsrights therein. If any Grantor shall at any time, acquire a “commercial tortclaim” (as such term is defined in the UCC) in excess of $500,000, such Grantorshall promptly notify the Administrative Agent thereof in writing andsupplement Schedule 7, therein providing a reasonable description andsummary thereof, and upon delivery thereof to the Administrative Agent, suchGrantor shall be deemed to thereby grant to the Administrative Agent (and suchGrantor hereby grants to the Administrative Agent) a security interest and lienin and to such commercial tort claim and all proceeds thereof, all upon theterms of and governed by this Agreement.

### (d)           Without limiting thegenerality of the foregoing, if any Grantor at any time holds or acquires aninterest in any electronic chattel paper or any “transferable record”, as thatterm is defined in Section 201 of the federal Electronic Signatures inGlobal and National Commerce Act, or in §16 of the Uniform ElectronicTransactions Act as in effect in any relevant jurisdiction, such Grantor shallpromptly notify the Administrative Agent thereof and, at the request of theAdministrative Agent, shall take such action as the Administrative Agent mayreasonably request to vest in the Administrative Agent “control” under Section 9-105of the UCC of such electronic chattel paper or control under Section 201of the federal Electronic Signatures in Global and National Commerce Act or, asthe case may be, §16 of the Uniform Electronic Transactions Act, as so ineffect in such jurisdiction, of such transferable record.

# SECTION 6  REMEDIAL PROVISIONS.

## 6.1           Certain MattersRelating to Receivables. (a) At any time and from time to time afterthe occurrence and during the continuance of an Event of Default, theAdministrative Agent shall have the right to make test verifications of theReceivables in any manner and through any medium that it reasonably considersadvisable, and each Grantor shall furnish all such assistance and informationas the Administrative Agent may require in connection with such testverifications. At any time and from time to time after the occurrence andduring the continuance of an Event of Default, upon the Administrative Agent’srequest and at the expense of the relevant Grantor, such Grantor shall causeindependent public accountants or others satisfactory to the AdministrativeAgent to furnish to the Administrative Agent reports showing reconciliations,agings and test verifications of, and trial balances for, the Receivables.

### (b)           Subject toapplicable law regarding Governmental Account Debtors, the Administrative Agenthereby authorizes each Grantor to collect such Grantor’s Receivables, and theAdministrative Agent may curtail or terminate such authority at any time afterthe occurrence and during the continuance of an Event of Default. If requiredby the Administrative Agent at any time after the occurrence and during thecontinuance of an Event of Default, any payments of Receivables, when collectedby any Grantor, (i) shall be forthwith (and, in any event, within 2Business Days) deposited by such Grantor in the exact form received, dulyindorsed by such Grantor to the Administrative Agent if required, in acollateral account maintained under the sole dominion and control of theAdministrative Agent, subject to withdrawal by the Administrative Agent for theaccount of the Lenders only as provided in Section 6.5, and (ii) untilso turned over, shall be held by such Grantor in trust for the AdministrativeAgent and the Lenders, segregated from other funds of such Grantor. Each suchdeposit of Proceeds of Receivables shall

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### be accompanied by a report identifying in reasonable detail the natureand source of the payments included in the deposit.

### (c)           At any time and fromtime to time after the occurrence and during the continuance of an Event ofDefault, at the Administrative Agent’s request, each Grantor shall deliver tothe Administrative Agent all original and other documents evidencing, andrelating to, the agreements and transactions which gave rise to theReceivables, including all original orders, invoices and shipping receipts.

## 6.2           Communications withObligors; Grantors Remain Liable. (a) Subject to applicable law regardingGovernmental Account Debtors, the Administrative Agent in its own nameor in the name of others may at any time after the occurrence and during thecontinuance of an Event of Default communicate with obligors under theReceivables to verify with them to the Administrative Agent’s satisfaction theexistence, amount and terms of any Receivables.

### (b)           Upon the request ofthe Administrative Agent at any time after the occurrence and during thecontinuance of an Event of Default, each Grantor shall notify obligors on theReceivables that the Receivables have been assigned to the Administrative Agentfor the ratable benefit of the Lenders and that payments in respect thereofshall be made directly to the Administrative Agent.

### (c)           Anything herein tothe contrary notwithstanding, each Grantor shall remain liable in respect ofeach of the Receivables to observe and perform all the conditions andobligations to be observed and performed by it thereunder, all in accordancewith the terms of any agreement giving rise thereto. Neither the AdministrativeAgent nor any Lender shall have any obligation or liability under anyReceivable (or any agreement giving rise thereto) by reason of or arising outof this Agreement or the receipt by the Administrative Agent or any Lender ofany payment relating thereto, nor shall the Administrative Agent or any Lenderbe obligated in any manner to perform any of the obligations of any Grantorunder or pursuant to any Receivable (or any agreement giving rise thereto), tomake any payment, to make any inquiry as to the nature or the sufficiency ofany payment received by it or as to the sufficiency of any performance by anyparty thereunder, to present or file any claim, to take any action to enforceany performance or to collect the payment of any amounts which may have beenassigned to it or to which it may be entitled at any time or times.

### (d)           For the purpose ofenabling the Administrative Agent to exercise rights and remedies under thisAgreement, each Grantor hereby grants to the Administrative Agent, for thebenefit of the Administrative Agent and the Lenders, an irrevocable,nonexclusive license (exercisable without payment of royalty or othercompensation to such Grantor) to use, license or sublicense any IntellectualProperty now owned or hereafter acquired by such Grantor, and wherever the samemay be located, and including in such license access to all media in which anyof the licensed items may be recorded or stored and to all computer softwareand programs used for the compilation or printout thereof.

## 6.3           InvestmentProperty. (a) Unless an Event of Default shall have occurred and becontinuing and the Administrative Agent shall have given notice to the relevantGrantor of the Administrative Agent’s intent to exercise its correspondingrights pursuant to Section

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## 6.3(b),each Grantor shall be permitted to receive all cash dividends and distributionspaid in respect of the Pledged Equity and all payments made in respect of thePledged Notes, to the extent permitted in the Credit Agreement, and to exerciseall voting and other rights with respect to the Investment Property; provided,that no vote shall be cast or other right exercised or action taken which couldimpair the Collateral or which would be inconsistent with or result in anyviolation of any provision of the Credit Agreement, this Agreement or any otherLoan Document.

### (b)           If an Event ofDefault shall occur and be continuing and the Administrative Agent shall givenotice of its intent to exercise such rights to the relevant Grantor orGrantors, (i) the Administrative Agent shall have the right to receive anyand all cash dividends and distributions, payments or other Proceeds paid inrespect of the Investment Property and make application thereof to theObligations in such order as the Administrative Agent may determine, and (ii) anyor all of the Investment Property shall be registered in the name of theAdministrative Agent or its nominee, and the Administrative Agent or itsnominee may thereafter exercise (x) all voting and other rights pertainingto such Investment Property at any meeting of holders of the equity interestsof the relevant Issuer or Issuers or otherwise and (y) any and all rightsof conversion, exchange and subscription and any other rights, privileges oroptions pertaining to such Investment Property as if it were the absolute ownerthereof (including the right to exchange at its discretion any and all of theInvestment Property upon the merger, consolidation, reorganization,recapitalization or other fundamental change in the corporate or otherstructure of any Issuer, or upon the exercise by any Grantor or theAdministrative Agent of any right, privilege or option pertaining to such InvestmentProperty, and in connection therewith, the right to deposit and deliver any andall of the Investment Property with any committee, depositary, transfer agent,registrar or other designated agency upon such terms and conditions as theAdministrative Agent may determine), all without liability except to accountfor property actually received by it, but the Administrative Agent shall haveno duty to any Grantor to exercise any such right, privilege or option andshall not be responsible for any failure to do so or delay in so doing.

### (c)           Each Grantor herebyauthorizes and instructs each Issuer of any Investment Property pledged by suchGrantor hereunder to (i) comply with any instruction received by it fromthe Administrative Agent in writing that (x) states that an Event ofDefault has occurred and is continuing and (y) is otherwise in accordancewith the terms of this Agreement, without any other or further instructionsfrom such Grantor, and each Grantor agrees that each Issuer shall be fullyprotected in so complying and (ii) unless otherwise expressly permittedhereby, pay any dividends, distributions or other payments with respect to theInvestment Property directly to the Administrative Agent.

## 6.4           Proceeds to beTurned Over to Administrative Agent. In addition to the rights of theAdministrative Agent and the Lenders specified in Section 6.1 withrespect to payments of Receivables, if an Event of Default shall occur and becontinuing, all Proceeds received by any Grantor consisting of cash, checks andother cash equivalent items shall be held by such Grantor in trust for theAdministrative Agent and the Lenders, segregated from other funds of suchGrantor, and shall, forthwith upon receipt by such Grantor, be turned over tothe Administrative Agent in the exact form received by such Grantor (dulyindorsed by such Grantor to the Administrative Agent, if required). AllProceeds received by the Administrative Agent

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## hereundershall be held by the Administrative Agent in a collateral account maintained underits sole dominion and control. All Proceeds, while held by the AdministrativeAgent in any collateral account (or by such Grantor in trust for theAdministrative Agent and the Lenders) established pursuant hereto, shallcontinue to be held as collateral security for the Obligations and shall notconstitute payment thereof until applied as provided in Section 6.5.

## 6.5           Application ofProceeds. At such intervals as may be agreed upon by the Company and theAdministrative Agent, or, if an Event of Default shall have occurred and becontinuing, at any time at the Administrative Agent’s election, theAdministrative Agent may apply all or any part of Proceeds from the sale of, orother realization upon, all or any part of the Collateral in payment of theObligations in such order as the Administrative Agent shall determine in itsdiscretion. Any part of such funds which the Administrative Agent elects not soto apply and deems not required as collateral security for the Obligationsshall be paid over from time to time by the Administrative Agent to theapplicable Grantor or to whomsoever may be lawfully entitled to receive thesame. Any balance of such Proceeds remaining after the Obligations shall havebeen Paid in Full shall be paid over to the applicable Grantor or to whomsoevermay be lawfully entitled to receive the same. In the absence of a specificdetermination by the Administrative Agent, the Proceeds from the sale of, orother realization upon, all or any part of the Collateral in payment of theObligations shall be applied in the following order:

##### **FIRST,**to the payment of all fees, costs, expenses andindemnities of the Administrative Agent (in its capacity as such), includingAttorney Costs, and any other Obligations owing to the Administrative Agent inrespect of sums advanced by the Administrative Agent to preserve the Collateralor to preserve its security interest in the Collateral, until paid in full;

##### **SECOND,**to the payment of all fees, costs, expenses andindemnities of the Lenders, pro-rata, until paid in full;

##### **THIRD,**to the payment of all of the Obligations in respect ofthe Swing Line Loans to the Swing Line Lender, until paid in full;

##### **FOURTH,**to the payment of all of the Obligations (other thanBank Product Obligations and Hedging Obligations) consisting of accrued andunpaid interest owing to any Lender, pro-rata, until paid in full;

##### **FIFTH,**to the payment of all Obligations (other than BankProduct Obligations and Hedging Obligations) consisting of principal owing toany Lender, pro-rata, until paid in full;

##### **SIXTH,**to the payment of the Administrative Agent an amountequal to all Obligations in respect of outstanding Letters of Credit to be heldas cash collateral in respect of such obligations;

##### **SEVENTH,**to the payment of all Bank Products Obligations andHedging Obligations owing to any Lender or its Affiliates, pro-rata, until paidin full;

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##### **EIGHTH,**to the payment of all other Obligations owing to eachLender, pro-rata, until paid in full; and

##### **NINTH,**to the payment of any remaining Proceeds, if any, towhomever may be lawfully entitled to receive such amounts.

## 6.6           Code and OtherRemedies. If an Event of Default shall occur and be continuing, theAdministrative Agent, on behalf of the Lenders, may exercise, in addition toall other rights and remedies granted to them in this Agreement and in anyother instrument or agreement securing, evidencing or relating to theObligations, all rights and remedies of a secured party under the UCC or anyother applicable law, to the extent permitted by applicable law. Withoutlimiting the generality of the foregoing, the Administrative Agent, withoutdemand of performance or other demand, presentment, protest, advertisement ornotice of any kind (except any notice required by law referred to below) to orupon any Grantor or any other Person (all and each of which demands, defenses,advertisements and notices are hereby waived), may in such circumstancesforthwith collect, receive, appropriate and realize upon the Collateral, or anypart thereof, and/or may forthwith sell, lease, assign, give options topurchase, or otherwise dispose of and deliver the Collateral or any partthereof (or contract to do any of the foregoing), in one or more parcels atpublic or private sale or sales, at any exchange, broker’s board or office ofthe Administrative Agent or any Lender or elsewhere upon such terms andconditions as it may deem advisable and at such prices as it may deem best, forcash or on credit or for future delivery with assumption of any credit risk. TheAdministrative Agent or any Lender shall have the right upon any such publicsale or sales, and, to the extent permitted by law, upon any such private saleor sales, to purchase the whole or any part of the Collateral so sold, free ofany right or equity of redemption in any Grantor, which right or equity ishereby waived and released. Each Grantor further agrees, at the AdministrativeAgent’s request, to assemble the Collateral and make it available to theAdministrative Agent at places which the Administrative Agent shall reasonablyselect, whether at such Grantor’s premises or elsewhere. The AdministrativeAgent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6,after deducting all reasonable costs and expenses of every kind incurred inconnection therewith or incidental to the care or safekeeping of any of theCollateral or in any way relating to the Collateral or the rights of theAdministrative Agent and the Lenders hereunder, including Attorney Costs to thepayment in whole or in part of the Obligations, in such order as theAdministrative Agent may elect, and only after such application and after thepayment by the Administrative Agent of any other amount required by anyprovision of law, need the Administrative Agent account for the surplus, ifany, to any Grantor. To the extent permitted by applicable law, each Grantorwaives all claims, damages and demands it may acquire against theAdministrative Agent or any Lender arising out of the exercise by them of anyrights hereunder. If any notice of a proposed sale or other disposition ofCollateral shall be required by law, such notice shall be deemed reasonable andproper if given at least 10 days before such sale or other disposition.

## 6.7           RemediesRegarding Pledged Equity. (a) Each Grantor recognizes that theAdministrative Agent may be unable to effect a public sale of any or all thePledged Equity, by reason of certain prohibitions contained in the SecuritiesAct and applicable state securities laws or otherwise, and may be compelled toresort to one or more private sales thereof to a restricted group of purchaserswhich will be obliged to agree, among other things, to acquire such securitiesfor their own account for investment and not with a view to the distribution orresale

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## thereof. EachGrantor acknowledges and agrees that any such private sale may result in pricesand other terms less favorable than if such sale were a public sale and,notwithstanding such circumstances, agrees that any such private sale shall bedeemed to have been made in a commercially reasonable manner. TheAdministrative Agent shall be under no obligation to delay a sale of any of thePledged Equity for the period of time necessary to permit the Issuer thereof toregister such securities or other interests for public sale under theSecurities Act, or under applicable state securities laws, even if such Issuerwould agree to do so.

### (b)           Each Grantor agreesto use its best efforts to do or cause to be done all such other acts as may benecessary to make such sale or sales of all or any portion of the PledgedEquity pursuant to this Section 6.7 valid and binding and incompliance with applicable law. Each Grantor further agrees that a breach ofany of the covenants contained in this Section 6.7 will causeirreparable injury to the Administrative Agent and the Lenders, that theAdministrative Agent and the Lenders have no adequate remedy at law in respectof such breach and, as a consequence, that each and every covenant contained inthis Section 6.7 shall be specifically enforceable against suchGrantor, and such Grantor hereby waives and agrees not to assert any defensesagainst an action for specific performance of such covenants except for adefense that no Event of Default has occurred under the Credit Agreement.

## 6.8           Waiver;Deficiency. Each Grantor waives and agrees not to assert any rights orprivileges which it may acquire under Section 9-626 of the UCC. EachGrantor shall remain liable for any deficiency if the proceeds of any sale orother disposition of the Collateral are insufficient to pay the Obligations infull and the fees and disbursements of any attorneys employed by theAdministrative Agent or any Lender to collect such deficiency.

# SECTION 7  THE ADMINISTRATIVE AGENT.

## 7.1           AdministrativeAgent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor herebyirrevocably constitutes and appoints the Administrative Agent and any officeror agent thereof, with full power of substitution, as its true and lawfulattorney-in-fact with full irrevocable power and authority in the place andstead of such Grantor and in the name of such Grantor or in its own name, forthe purpose of carrying out the terms of this Agreement, to take any and allappropriate action and to execute any and all documents and instruments whichmay be necessary or desirable to accomplish the purposes of this Agreement,and, without limiting the generality of the foregoing, each Grantor herebygives the Administrative Agent the power and right, on behalf of and at theexpense of such Grantor, without notice to or assent by such Grantor, to do anyor all of the following:

#### (i)            in the name of such Grantor or itsown name, or otherwise, take possession of and indorse and collect any checks,drafts, notes, acceptances or other instruments for the payment of moneys dueunder any Receivable or with respect to any other Collateral and file any claimor take any other action or proceeding in any court of law or equity orotherwise deemed appropriate by the Administrative Agent for the purpose of collectingany and all such moneys due under any Receivable or with respect to any otherCollateral whenever payable;

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#### (ii)           in the case of any IntellectualProperty, execute and deliver, and have recorded, any and all agreements,instruments, documents and papers as the Administrative Agent may request toevidence the Administrative Agent’s security interest in such IntellectualProperty and the goodwill and general intangibles of such Grantor relatingthereto or represented thereby;

#### (iii)          discharge Liens levied or placed on orthreatened against the Collateral, and effect any repairs or insurance calledfor by the terms of this Agreement and pay all or any part of the premiumstherefor and the costs thereof;

#### (iv)          execute, in connection with any saleprovided for in Section 6.6 or 6.7, any indorsements, assignmentsor other instruments of conveyance or transfer with respect to the Collateral;and

#### (v)           (1) direct any party liable forany payment under any of the Collateral to make payment of any and all moneysdue or to become due thereunder directly to the Administrative Agent or as theAdministrative Agent shall direct; (2) ask or demand for, collect, andreceive payment of and receipt for, any and all moneys, claims and otheramounts due or to become due at any time in respect of or arising out of anyCollateral; (3) sign and indorse any invoices, freight or express bills,bills of lading, storage or warehouse receipts, drafts against debtors,assignments, verifications, notices and other documents in connection with anyof the Collateral; (4) commence and prosecute any suits, actions orproceedings at law or in equity in any court of competent jurisdiction tocollect the Collateral or any portion thereof and to enforce any other right inrespect of any Collateral; (5) defend any suit, action or proceedingbrought against such Grantor with respect to any Collateral; (6) settle,compromise or adjust any such suit, action or proceeding and, in connectiontherewith, give such discharges or releases as the Administrative Agent maydeem appropriate; (7) assign any Copyright, Patent or Trademark,throughout the world for such term or terms, on such conditions, and in suchmanner, as the Administrative Agent shall in its sole discretion determine; (8) voteany right or interest with respect to any Investment Property; (9) ordergood standing certificates and conduct lien searches in respect of suchjurisdictions or offices as the Administrative Agent may deem appropriate; and (10) generallysell, transfer, pledge and make any agreement with respect to or otherwise dealwith any of the Collateral as fully and completely as though the AdministrativeAgent were the absolute owner thereof for all purposes, and do, at theAdministrative Agent’s option and such Grantor’s expense, at any time, or fromtime to time, all acts and things which the Administrative Agent deemsnecessary to protect, preserve or realize upon the Collateral and theAdministrative Agent’s security interests therein and to effect the intent ofthis Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.1(a) tothe contrary notwithstanding, the Administrative Agent agrees that it will notexercise any rights under the power of attorney provided for in this Section 7.1(a) unlessan Event of Default shall have occurred and be continuing.

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### (b)           If any Grantor failsto perform or comply with any of its agreements contained herein, theAdministrative Agent, at its option, but without any obligation so to do, mayperform or comply, or otherwise cause performance or compliance, with suchagreement.

### (c)           Each Grantor herebyratifies all that such attorneys shall lawfully do or cause to be done byvirtue hereof. All powers, authorizations and agencies contained in thisAgreement are coupled with an interest and are irrevocable until this Agreementis terminated and the security interests created hereby are released.

## 7.2           Duty ofAdministrative Agent. The Administrative Agent’s sole duty with respect tothe custody, safekeeping and physical preservation of the Collateral in itspossession shall be to deal with it in the same manner as the AdministrativeAgent deals with similar property for its own account. Neither theAdministrative Agent or any Lender nor any of their respective officers, directors,employees or agents shall be liable for any failure to demand, collect orrealize upon any of the Collateral or for any delay in doing so or shall beunder any obligation to sell or otherwise dispose of any Collateral upon therequest of any Grantor or any other Person or to take any other actionwhatsoever with regard to the Collateral or any part thereof. The powersconferred on the Administrative Agent and the Lenders hereunder are solely toprotect the Administrative Agent’s and the Lenders’ interests in the Collateraland shall not impose any duty upon the Administrative Agent or any Lender toexercise any such powers. The Administrative Agent and the Lenders shall beaccountable only for amounts that they actually receive as a result of the exerciseof such powers, and neither they nor any of their officers, directors,employees or agents shall be responsible to any Grantor for any act or failureto act hereunder.

## 7.3           Authority ofAdministrative Agent. Each Grantor acknowledges that the rights andresponsibilities of the Administrative Agent under this Agreement with respectto any action taken by the Administrative Agent or the exercise or non-exerciseby the Administrative Agent of any option, voting right, request, judgment orother right or remedy provided for herein or resulting or arising out of thisAgreement shall, as between the Administrative Agent and the Lenders, begoverned by the Credit Agreement and by such other agreements with respectthereto as may exist from time to time among them, but, as between theAdministrative Agent and the Grantors, the Administrative Agent shall beconclusively presumed to be acting as agent for the Lenders with full and validauthority so to act or refrain from acting, and no Grantor shall be under anyobligation, or entitlement, to make any inquiry respecting such authority.

# SECTION 8  MISCELLANEOUS.

## 8.1           Amendments inWriting. None of the terms or provisions of this Agreement may be waived,amended, supplemented or otherwise modified except in accordance with Section 15.1of the Credit Agreement.

## 8.2           Notices. Allnotices, requests and demands to or upon the Administrative Agent or anyGrantor hereunder shall be addressed to the Company and effected in the mannerprovided for in Section 15.3 of the Credit Agreement and eachGrantor hereby appoints the Company as its agent to receive notices hereunder.

22

----

##  

## 8.3           Indemnificationby Grantors. **THE GRANTORS, JOINTLY ANDSEVERALLY, HEREBY AGREE TO INDEMNIFY, EXONERATE AND HOLD EACH LENDER PARTY FREEAND HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES, INCURRED BYTHE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, ORRELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF EQUITY INTERESTS,PURCHASE OF ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER SIMILARTRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLYOR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE,HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT ORDISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANYGRANTOR, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TOCONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY GRANTOR OR THE OPERATIONSCONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OFOFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS AREALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THEEXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHERLOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIEDLIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSSNEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLEJUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THEFOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, EACH GRANTORHEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTIONOF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLELAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 8.3 SHALL SURVIVEREPAYMENT OF ALL (AND SHALL BE) OBLIGATIONS (AND TERMINATION OF ALL COMMITMENTSUNDER THE CREDIT AGREEMENT), ANY FORECLOSURE UNDER, OR ANY MODIFICATION,RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATIONOF THIS AGREEMENT.**

## 8.4           Enforcement Expenses.(a) Each Grantor agrees, on a joint and several basis, to pay or reimburseon demand each Lender and the Administrative Agent for all reasonableout-of-pocket costs and expenses (including Attorney Costs) incurred incollecting against any Grantor under the guaranty contained in Section 2or otherwise enforcing or preserving any rights under this Agreement and theother Loan Documents.

### (b)           Each Grantor agreesto pay, and to save the Administrative Agent and the Lenders harmless from, anyand all liabilities with respect to, or resulting from any delay in paying, anyand all stamp, excise, sales or other taxes which may be payable or determinedto be payable with respect to any of the Collateral or in connection with anyof the transactions contemplated by this Agreement.

23

----

###  

### (c)           The agreements inthis Section 8.4 shall survive repayment of all (and shall be)Obligations (and termination of all commitments under the Credit Agreement),any foreclosure under, or any modification, release or discharge of, any or allof the Collateral Documents and termination of this Agreement.

## 8.5           Captions.Section captions used in this Agreement are for convenience only and shallnot affect the construction of this Agreement.

## 8.6           Nature ofRemedies. All Obligations of each Grantor and rights of the AdministrativeAgent and the Lenders expressed herein or in any other Loan Document shall bein addition to and not in limitation of those provided by applicable law. Nofailure to exercise and no delay in exercising, on the part of theAdministrative Agent or any Lender, any right, remedy, power or privilegehereunder, shall operate as a waiver thereof; nor shall any single or partialexercise of any right, remedy, power or privilege hereunder preclude any otheror further exercise thereof or the exercise of any other right, remedy, poweror privilege.

## 8.7           Counterparts.This Agreement may be executed in any number of counterparts and by thedifferent parties hereto on separate counterparts and each such counterpartshall be deemed to be an original, but all such counterparts shall togetherconstitute but one and the same Agreement. Receipt by telecopy of any executedsignature page to this Agreement or any other Loan Document shallconstitute effective delivery of such signature page.

## 8.8           Severability.The illegality or unenforceability of any provision of this Agreement or anyinstrument or agreement required hereunder shall not in any way affect orimpair the legality or enforceability of the remaining provisions of thisAgreement or any instrument or agreement required hereunder.

## 8.9           Entire Agreement.This Agreement, together with the other Loan Documents, embodies the entireagreement and understanding among the parties hereto and supersedes all prioror contemporaneous agreements and understandings of such Persons, verbal orwritten, relating to the subject matter hereof and thereof and any priorarrangements made with respect to the payment by any Grantor of (or anyindemnification for) any fees, costs or expenses payable to or incurred (or tobe incurred) by or on behalf of the Administrative Agent or the Lenders.

## 8.10         Successors;Assigns. This Agreement shall be binding upon Grantors, the Lendersand the Administrative Agent and their respective successors and assigns, andshall inure to the benefit of Grantors, Lenders and the Administrative Agentand the successors and assigns of the Lenders and the Administrative Agent. Noother Person shall be a direct or indirect legal beneficiary of, or have anydirect or indirect cause of action or claim in connection with, this Agreementor any of the other Loan Documents. No Grantor may assign or transfer any ofits rights or Obligations under this Agreement without the prior writtenconsent of the Administrative Agent.

## 8.11         Governing Law.THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNALLAWS OF THE STATE OF 

24

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##  

## ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELYWITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

## 8.12         Forum Selection;Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF,UNDER, OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT AND MAINTAINEDEXCLUSIVELY IN THE COURTS OF THE STATE OF 

## ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERNDISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BEDEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT ORTAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. EACH GRANTOR HEREBYEXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THESTATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERNDISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.EACH GRANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BYREGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THESTATE OF ILLINOIS. EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANYSUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEENBROUGHT IN AN INCONVENIENT FORUM.

## 8.13         Waiver of JuryTrial. EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVESANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFENDANY RIGHTS UNDER THIS AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT ORAGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTIONHEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE ACOURT AND NOT BEFORE A JURY.

## 8.14         Set-off. EachGrantor agrees that the Administrative Agent and each Lender have all rights ofset-off and bankers’ lien provided by applicable law, and in addition thereto,each Grantor agrees that at any time any Event of Default exists, theAdministrative Agent and each Lender may apply to the payment of anyObligations, whether or not then due, any and all balances, credits, deposits,accounts or moneys of such Grantor then or thereafter with the AdministrativeAgent or such Lender.

## 8.15         Acknowledgements.Each Grantor hereby acknowledges that:

### (a)           it has been advised by counsel in thenegotiation, execution and delivery of this Agreement and the other Loan Documentsto which it is a party;

### (b)           neither the Administrative Agent norany Lender has any fiduciary relationship with or duty to any Grantor arisingout of or in connection with this Agreement or any of the other Loan Documents,and the relationship between the 

25

----

###  

### Grantors, onthe one hand, and the Administrative Agent and the Lenders, on the other hand,in connection herewith or therewith is solely that of debtor and creditor; and

### (c)           no joint venture is created hereby orby the other Loan Documents or otherwise exists by virtue of the transactionscontemplated hereby among the Lenders or among the Grantors and the Lenders.

## 8.16         AdditionalGrantors. Each Loan Party that is required to become a party to thisAgreement pursuant to Section 11.5 of the Credit Agreement shallbecome a Grantor for all purposes of this Agreement upon execution and deliveryby such Loan Party of a joinder agreement in the form of Annex I hereto.

## 8.17         Releases.(a) At such time as the Obligations have been Paid in Full, the Collateralshall be released from the Liens created hereby, and this Agreement and allobligations (other than those expressly stated to survive such termination) ofthe Administrative Agent and each Grantor hereunder shall terminate, allwithout delivery of any instrument or performance of any act by any party, andall rights to the Collateral shall revert to the Grantors. At the request andsole expense of any Grantor following any such termination, the AdministrativeAgent shall deliver to the Grantors any Collateral held by the AdministrativeAgent hereunder, and execute and deliver to the Grantors such documents as theGrantors shall reasonably request to evidence such termination.

### (b)           If any of theCollateral shall be sold, transferred or otherwise disposed of by any Grantorin a transaction permitted by the Credit Agreement, then the AdministrativeAgent, at the request and sole expense of such Grantor, shall execute anddeliver to such Grantor all releases or other documents reasonably necessary ordesirable for the release of the Liens created hereby on such Collateral.

## 8.18         Obligations andLiens Absolute and Unconditional. Each Grantor understands and agrees thatthe obligations of each Grantor under this Agreement shall be construed as acontinuing, absolute and unconditional without regard to (a) the validityor enforceability of any Loan Document, any of the Obligations or any othercollateral security therefor or guaranty or right of offset with respectthereto at any time or from time to time held by the Administrative Agent orany Lender, (b) any defense, set-off or counterclaim (other than a defenseof payment or performance) which may at any time be available to or be assertedby any Grantor or any other Person against the Administrative Agent or any Lender,or (c) any other circumstance whatsoever (with or without notice to orknowledge of any Grantor) which constitutes, or might be construed toconstitute, an equitable or legal discharge of any Grantor for the Obligations,in bankruptcy or in any other instance. When making any demand hereunder orotherwise pursuing its rights and remedies hereunder against any Grantor, theAdministrative Agent or any Lender may, but shall be under no obligation to,make a similar demand on or otherwise pursue such rights and remedies as it mayhave against any other Grantor or any other Person or against any collateralsecurity or guaranty for the Obligations or any right of offset with respectthereto, and any failure by the Administrative Agent or any Lender to make anysuch demand, to pursue such other rights or remedies or to collect any paymentsfrom any other Grantor or any other Person or to realize upon any suchcollateral security or guaranty or to exercise any such right of offset, or anyrelease of any other Grantor or any other Person or any 

26

----

 

## suchcollateral security, guaranty or right of offset, shall not relieve any Grantorof any obligation or liability hereunder, and shall not impair or affect therights and remedies, whether express, implied or available as a matter of law,of the Administrative Agent or any Lender against any Grantor. For the purposeshereof “demand” shall include the commencement and continuance of any legalproceedings.

## 8.19         Reinstatement.This Agreement shall remain in full force and effect and continue to beeffective should any petition be filed by or against Grantor or any Issuer forliquidation or reorganization, should Grantor or any Issuer become insolvent ormake an assignment for the benefit of creditors or should a receiver or trusteebe appointed for all or any significant part of Grantor’s or and Issuer’sassets, and shall continue to be effective or be reinstated, as the case maybe, if at any time payment and performance of the Obligations, or any partthereof, is, pursuant to applicable law, rescinded or reduced in amount, ormust otherwise be restored or returned by any obligee of the Obligations,whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, allas though such payment or performance had not been made. In the event that anypayment, or any part thereof, is rescinded, reduced, restored or returned, theObligations shall be reinstated and deemed reduced only by such amount paid andnot so rescinded, reduced, restored or returned.

[signature pages follow]

 

27

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Each of the undersigned has caused this Guaranty andCollateral Agreement to be duly executed and delivered as of the date firstabove written.
| ** ** | **GRANTORS:**                                           |
|------------|---------------------------------------------------------|
| ** ** | ** **                                              |
|       | OPTION CARE, INC., a Delaware corporation               |
|       |                                                    |
|       | By:                                                     |   |   |
|       | Title:                                                  |   |   |
|       |                                                    |   |   |
|       |                                                    |   |   |
|       | OPTION CARE, INC., a California corporation             |
|       |                                                    |
|       | By:                                                     |   |   |
|       | Title:                                                  |   |   |
|       |                                                    |   |   |
|       |                                                    |   |   |
|       | HOME HEALTH OF OPTION CARE, INC., a Nevada  corporation |
|       |                                                    |
|       | By:                                                     |   |   |
|       | Title:                                                  |   |   |
|       |                                                    |   |   |
|       |                                                    |   |   |
|       | OPTIONET, INC., a Delaware corporation                  |
|       |                                                    |
|       | By:                                                     |   |   |
|       | Title:                                                  |   |   |
|       |                                                    |   |   |
|       |                                                    |   |   |

 

----

 
|        | OPTION CARE OF NEW YORK, INC., a New York  Corporation                      |
|--------|-----------------------------------------------------------------------------|
|   |                                                                        |
|   | By:                                                                         |   |   |
|   | Title:                                                                      |   |   |
|   |                                                                        |   |   |
|   |                                                                        |   |   |
|   | OPTION CARE ENTERPRISES, INC., a Delaware  corporation                      |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   | Title:                                                                      |   |   |
|   |                                                                        |   |   |
|   |                                                                        |   |   |
|   | AT HOME SOLUTIONS, INC., a Montana corporation                              |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   | Title:                                                                      |   |   |
|   |                                                                        |   |   |
|   |                                                                        |   |   |
|   | CYPRESS HOME MEDICAL, INC., a Florida corporation                           |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   | Title:                                                                      |   |   |
|   |                                                                        |   |   |
|   |                                                                        |   |   |
|   | CHARTWELL CARE GIVERS, INC., a Delaware corporation                         |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   | Title:                                                                      |   |   |
|   |                                                                        |   |   |
|   |                                                                        |   |   |
|   | CHARTWELL - SOUTHERN NEW ENGLAND LLC, a Delaware  limited liability company |
|   |                                                                        |
|   | By:                                                                         |   |   |
|   | Title:                                                                      |   |   |
|   |                                                                        |   |   |
|   |                                                                        |   |   |

 

----

 
|        | EXCEL HEALTHCARE L.L.C., a Virginia limited  liability company      |
|--------|---------------------------------------------------------------------|
|   |                                                                |
|   | By:                                                                 |   |   |
|   | Title:                                                              |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   | HOME I.V. INC., a California corporation                            |
|   |                                                                |
|   | By:                                                                 |   |   |
|   | Title:                                                              |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   | HEALTHCARE OPTIONS OF MINNESOTA, INC, a Minnesota  corporation      |
|   |                                                                |
|   | By:                                                                 |   |   |
|   | Title:                                                              |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   | INFUSION SPECIALTIES, INC., a Texas corporation                     |
|   |                                                                |
|   | By:                                                                 |   |   |
|   | Title:                                                              |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   | NORTH COUNTY HOME I.V., INC., a California  corporation             |
|   |                                                                |
|   | By:                                                                 |   |   |
|   | Title:                                                              |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |
|   | OPTION CARE KANSAS CITY, LLC, a Delaware limited  liability company |
|   |                                                                |
|   | By:                                                                 |   |   |
|   | Title:                                                              |   |   |
|   |                                                                |   |   |
|   |                                                                |   |   |

 

----

 
|        | OPTION HOME HEALTH, INC., an Ohio corporation                          |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | OPTION CARE HOME HEALTH, L.L.C., a Delaware limited liability  company |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | OPTION CARE NEVADA, L.L.C., a Delaware limited  liability company      |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | OPTION CARE PHOENIX, LLC, a Delaware limited  liability company        |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | OPTIONMED, INC., a Delaware corporation                                |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | REHAB OPTIONS, INC., a Missouri corporation                            |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |

 

----

 
|        | SALIENT MEDICAL CENTERS, L.L.C., a Delaware limited  liability company |
|--------|------------------------------------------------------------------------|
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | SPRINGVILLE PHARMACY INFUSION THERAPY, INC., a New  York corporation   |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | OPTION CARE HOME HEALTH, LLC, a Washington limited  liability company  |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |
|   |                                                                   |   |   |
|   |                                                                   |   |   |
|   | **ADMINISTRATIVE AGENT:**                                              |
|   | ** **                                                             |
|   | LASALLE BANK NATIONAL ASSOCIATION                                      |
|   |                                                                   |
|   | By:                                                                    |   |   |
|   | Title:                                                                 |   |   |

 

----

**SCHEDULE 1**

**INVESTMENT PROPERTY**

**A.            PLEDGEDEQUITY**

| Grantor (owner of Record of such Pledged Equity) | ** ** | **Issuer** | ** ** | **Pledged Equity  Description** | ** ** | **Percentage  of Issuer** | ** ** | **Certificate  (Indicate No.)** | ** ** |
|-------------------------------------------------------------------------------------|------------|------------|------------|--------------------------------------|------------|--------------------------------|------------|--------------------------------------|------------|
|                                                                                |       |       |       |                                 |       |                           |       |                                 |       |
|                                                                                |       |       |       |                                 |       |                           |       |                                 |       |
|                                                                                |       |       |       |                                 |       |                           |       |                                 |       |

 

**B.            PLEDGEDNOTES**

| Grantor (owner of Record of such Pledged Notes) | ** ** | **Issuer** | ** ** | **Pledged Notes  Description** | ** ** |
|------------------------------------------------------------------------------------|------------|------------|------------|-------------------------------------|------------|
|                                                                               |       |       |       |                                |       |
|                                                                               |       |       |       |                                |       |
|                                                                               |       |       |       |                                |       |

 

**C.            OTHERINVESTMENT PROPERTY**

| Grantor | ** ** | **Investment Property Description** | ** ** |
|---------|------------|-----------------------------------------------|------------|
|    |       |                                          |       |
|    |       |                                          |       |
|    |       |                                          |       |

 

----

**SCHEDULE 2**

**FILINGS AND PERFECTION**
| **GRANTOR** | ** ** | **FILING REQUIREMENT  OR OTHER ACTION** | ** ** | **FILING OFFICE** | ** ** |
|-------------|------------|--------------------------------------------------------|------------|------------------------|------------|
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |
| ** **  | ** ** | ** **                                             | ** ** | ** **             | ** ** |

 

----

**SCHEDULE 3**

**GRANTOR INFORMATION**
| **GRANTOR  (exact legal name)** | ** ** | **STATE OF  ORGANIZATION** | ** ** | **FEDERAL EMPLOYER  IDENTIFICATION NUMBER** | ** ** | **CHIEF EXECUTIVE OFFICE** | ** ** |
|-------------------------------------------|------------|---------------------------------|------------|-------------------------------------------------------|------------|--------------------------------------|------------|
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |
| ** **                                | ** ** | ** **                      | ** ** | ** **                                            | ** ** | ** **                           | ** ** |

 

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**SCHEDULE 4**

**A.            COLLATERALLOCATIONS**
| **GRANTOR** | ** ** | **COLLATERAL** | ** ** | **COLLATERAL  LOCATION  OR PLACE OF BUSINESS  (INCLUDING CHIEF  EXECUTIVE OFFICE)** | ** ** | **OWNER/LESSOR  (IF LEASED)** | ** ** |
|-------------|------------|----------------|------------|--------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                                                                                   | ** ** | ** **                         | ** ** |

 

**B.            COLLATERALIN POSSESSION OF LESSOR,**                **BAILEE,CONSIGNEE OR WAREHOUSEMAN**
| **GRANTOR** | ** ** | **COLLATERAL** | ** ** | **LESSOR/BAILEE/  CONSIGNEE/WAREHOUSEMAN** | ** ** |
|-------------|------------|----------------|------------|--------------------------------------------|------------|
| ** **  | ** ** | ** **     | ** ** | ** **                                 | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                 | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                 | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                 | ** ** |
| ** **  | ** ** | ** **     | ** ** | ** **                                 | ** ** |

 

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**SCHEDULE 5**

**INTELLECTUAL PROPERTY**

**Patents and Patent Licenses**
| **Grantor** | ** ** | **Patent  Number** | ** ** | **Patent Application  Number** | ** ** | **Date  Patent Issued** | ** ** | **Date  Patent Applied** | ** ** |
|-------------|------------|--------------------|------------|-------------------------------------|------------|------------------------------|------------|-------------------------------|------------|
|        |       |               |       |                                |       |                         |       |                          |       |
|        |       |               |       |                                |       |                         |       |                          |       |
|        |       |               |       |                                |       |                         |       |                          |       |
|        |       |               |       |                                |       |                         |       |                          |       |

 

**Trademarks and Trademark Licenses**
| **Grantor** | ** ** | **Trademark  Number** | ** ** | **Trademark  Application  Number** | ** ** | **Trademark  Registration  Number** | ** ** | **Date of  Application** | ** ** | **Date of  Registration** | ** ** |
|-------------|------------|-----------------------|------------|------------------------------------|------------|-------------------------------------|------------|-------------------------------|------------|--------------------------------|------------|
|        |       |                  |       |                               |       |                                |       |                          |       |                           |       |
|        |       |                  |       |                               |       |                                |       |                          |       |                           |       |
|        |       |                  |       |                               |       |                                |       |                          |       |                           |       |
|        |       |                  |       |                               |       |                                |       |                          |       |                           |       |
|        |       |                  |       |                               |       |                                |       |                          |       |                           |       |

 

**Copyrights**
| **Grantor** | ** ** | **Copyright Title** | ** ** | **Copyright  Application** | ** ** | **Copyright  Registration Number** | ** ** | **Copyright  Application Number** | ** ** |
|-------------|------------|--------------------------|------------|----------------------------|------------|-----------------------------------------|------------|----------------------------------------|------------|
|        |       |                     |       |                       |       |                                    |       |                                   |       |
|        |       |                     |       |                       |       |                                    |       |                                   |       |
|        |       |                     |       |                       |       |                                    |       |                                   |       |

 

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**SCHEDULE 6**

**DEPOSITARY AND OTHER DEPOSIT ACCOUNTS**
| **GRANTOR** | ** ** | **FINANCIAL  INSTITUTION** | ** ** | **ACCOUNT NUMBER** | ** ** | **CONTACT  INFORMATION** | ** ** |
|-------------|------------|----------------------------|------------|-------------------------|------------|--------------------------|------------|
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |
| ** **  | ** ** | ** **                 | ** ** | ** **              | ** ** | ** **               | ** ** |

 

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**SCHEDULE 7**

**COMMERCIAL TORT CLAIMS**

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**ANNEX I**

**FORM OFJOINDER TO GUARANTY AND COLLATERAL AGREEMENT**

This JOINDER AGREEMENT (this “Agreement”) datedas of [______] is executed by the undersigned for the benefit of LaSalle BankNational Association, as the Administrative Agent (the “Administrative Agent”)in connection with that certain Guaranty and Collateral Agreement dated as of May 5,2006 among the Grantors party thereto and the Administrative Agent (as amended,restated, supplemented or modified from time to time, the “Guaranty andCollateral Agreement”). Capitalized terms not otherwise defined herein arebeing used herein as defined in the Guaranty and Collateral Agreement.

Each Person signatoryhereto is required to execute this Agreement pursuant to Section 8.16of the Guaranty and Collateral Agreement.

In consideration of the premises and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, each signatory hereby agrees as follows:

1.             Each such Person assumes all the obligations of aGrantor under the Guaranty and Collateral Agreement and agrees that such personor entity is a Grantor and bound as a Grantor under the terms of the Guarantyand Collateral Agreement, as if it had been an original signatory to suchagreement. In furtherance of the foregoing, such Person hereby assigns, pledgesand grants to the Administrative Agent a security interest in all of its right,title and interest in and to the Collateral owned thereby to secure theObligations.

2.             Schedules 1, 2, 3, 4, 5, 6 and 7 of the Guaranty andCollateral Agreement are hereby amended to add the information relating to eachsuch Person set out on Schedules 1, 2, 3, 4, 5, 6 and 7 respectively, hereof. Eachsuch Person hereby makes to the Administrative Agent the representations andwarranties set forth in the Guaranty and Collateral Agreement applicable tosuch Person and the applicable Collateral and confirms that suchrepresentations and warranties are true and correct after giving effect to suchamendment to such Schedules.

3.             In furtherance of its obligations under Section 5.2of the Guaranty and Collateral Agreement, each such Person agrees to deliver tothe Administrative Agent appropriately complete UCC financing statements namingsuch person or entity as debtor and the Administrative Agent as secured party,and describing its Collateral and such other documentation as theAdministrative Agent (or its successors or assigns) may require to evidence,protect and perfect the Liens created by the Guaranty and Collateral Agreement,as modified hereby. Each such Person acknowledges the authorizations given tothe Administrative Agent under the Section 5.10(b) of theGuaranty and Collateral Agreement and otherwise.

4.             Each such Person’s address for notices under theGuaranty and Collateral Agreement shall be the address of the Company set forthin the Credit Agreement and each such Person hereby appoints the Company as itsagent to receive notices hereunder.

5.             This Agreement shall be deemed to be part of, and amodification to, the Guaranty and Collateral Agreement and shall be governed byall the terms and provisions of the Guaranty 

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and CollateralAgreement, with respect to the modifications intended to be made to suchagreement, which terms are incorporated herein by reference, are ratified andconfirmed and shall continue in full force and effect as valid and bindingagreements of each such person or entity enforceable against such person orentity. Each such Person hereby waives notice of the Administrative Agent’sacceptance of this Agreement. Each such Person will deliver an executedoriginal of this Agreement to the Administrative Agent.

[add signature block for each new Grantor]

 

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