exv10w2






Exhibit 10.2


EXECUTION VERSION




 






SECURITY AGREEMENT



among



VANGUARD HEALTH HOLDING COMPANY I, LLC,



CERTAIN SUBSIDIARIES OF

VANGUARD HEALTH HOLDING COMPANY I, LLC



and



BANK OF AMERICA, N.A., 

as
COLLATERAL AGENT



 





Dated as of January 29, 2010

 





 









 









 








SECURITY AGREEMENT




          SECURITY AGREEMENT, dated as of January 29, 2010, made by each of the undersigned assignors
(each an “Assignor” and, together with any other entity that becomes an assignor hereunder
pursuant to Section 10.13 hereof, the “Assignors”) in favor of Bank of America, N.A., as Collateral
Agent (together with any successor Collateral Agent, the “Collateral Agent”), for the benefit of
the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms
used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein
defined.




WITNESSETH:




          WHEREAS, Vanguard Health Holding Company I, LLC (“VHS Holdco I”), Vanguard Health
Holding Company II, LLC (the “Borrower”), the lenders from time to time party thereto (the
“Lenders”), Bank of America, N.A., as Administrative Agent (in such capacity, together with any
successor administrative agent, the “Administrative Agent”), and the other parties thereto, have
entered into a Credit Agreement, dated as of January 29, 2010 (as amended, modified, restated
and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans
to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower,
all as contemplated therein (the Lenders, each Issuing Lender, the Administrative Agent, the
Collateral Agent and each other Agent are herein called the “Lender Creditors”);




          WHEREAS, VHS Holdco I and its Subsidiaries may at any time and from time to time enter into
one or more Secured Hedge Agreements with one or more Hedge Banks;




          WHEREAS, VHS Holdco I and one or more Subsidiaries of VHS Holdco I may incur Cash Management
Obligations from one or more Cash Management Banks;




          WHEREAS, pursuant to each Guaranty, each Assignor that is a party thereto has guaranteed to
the Secured Creditors the payment when due of all Obligations as described in each such Guaranty;




          WHEREAS, it is a condition precedent to the making of Loans to the Borrower, and the issuance
of, and participation in, Letters of Credit for the account of the Borrower under the Credit
Agreement that each Assignor shall have executed and delivered to the Collateral Agent this
Agreement; and




          WHEREAS, each Assignor will obtain benefits from the incurrence of Loans by the Borrower, and
the issuance of, and participation in, Letters of Credit for the account of the Borrower under the
Credit Agreement, the entering into Secured Hedge Agreements and the entering into agreements in
connection with Cash Management Obligations and, accordingly, desires to execute this Agreement in
order to satisfy the condition described in the preceding paragraph and to induce the Lenders to
make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of
the Borrower, the Hedge Banks to enter into Secured Hedge Agreements and the Cash Management Banks
to enter into agreements in connection with Cash Management Obligations;




          NOW, THEREFORE, in consideration of the benefits accruing to each Assignor, the receipt and
sufficiency of which are hereby acknowledged, each Assignor hereby makes the following
representations and warranties to the Collateral Agent for the benefit of the Secured Creditors
and hereby covenants and agrees with the Collateral Agent for the benefit of the Secured Creditors
as follows:








 









 








ARTICLE I




SECURITY INTERESTS



          1.1. Grant of Security Interests.




          (a) As security for the prompt and complete payment and performance when due of the
Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does
hereby pledge and grant to the Collateral Agent for the benefit of the Secured Creditors, a
continuing security interest in all of the right, title and interest of such Assignor in, to and
under all of the following personal property and fixtures (and all rights therein) of such
Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing
or hereafter from time to time acquired:





     (i) each and every Account;




     (ii) all cash;




     (iii) the Cash Collateral Account and all monies, securities, Instruments and other
investments deposited or required to be deposited in the Cash Collateral Account;




     (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and
all Electronic Chattel Paper);




     (v) all Commercial Tort Claims described in Annex F;




     (vi) all proprietary information of such Assignor, including but not limited to all
writings, plans, specifications and schematics, all engineering drawings, customer lists,
all recorded data of any kind or nature, regardless of the medium of recording and Trade
Secret Rights;




     (vii) Contracts, together with all Contract Rights arising thereunder;




     (viii) all Copyrights;




     (ix) all Equipment;




     (x) all Deposit Accounts and all other deposit, cash management and similar accounts
maintained by such Assignor with any Person and all monies, securities, Instruments and
other investments deposited or required to be deposited in any of the foregoing;




     (xi) all Documents;




     (xii) all General Intangibles;




     (xiii) all Goods;




     (xiv) all Instruments;




     (xv) all Inventory;




     (xvi) all Investment Property;



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     (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is
evidenced by a writing);




     (xviii) all Marks and Domain Names, together with the registrations and right to all
renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks;




     (xix) all Patents;




     (xx) all Permits;




     (xxi) all Software;




     (xxii) all Supporting Obligations; and




     (xxiii) all Proceeds and products of any and all of the foregoing (all of the above,
the “Collateral”).



          (b) The security interest of the Collateral Agent under this Agreement extends to all
Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain
rights, at any time during the term of this Agreement.




          (c) Notwithstanding anything to the contrary in this Agreement, (I) in the event that any
Assignor acquires an item of Collateral at any time following the date hereof a security interest
in which can not be perfected by a filing of a UCC financing statement, such Assignor may elect
(which election shall be made by delivering written notice thereof to the Collateral Agent) that
such Collateral shall not be required to be pledged pursuant to this Agreement as otherwise
required above in this Section 1.1 so long as the book value or fair market value (as
determined in good faith by the Borrower), whichever is greater, thereof is less than $1,000,000
(although in no event shall the aggregate book value or fair market value (as determined in good
faith by the Borrower), whichever is greater, of all assets excluded from the security interests
granted hereunder provided in this clause (c)(I), exceed $5,000,000) and (II) this Agreement shall
not constitute a grant of security interest in any Excluded Assets.




          (d) Notwithstanding anything to the contrary in the Credit Documents, none of the Assignors
shall be required, nor is the Collateral Agent authorized, (i) to perfect the Security Interests
granted by this Security Agreement (including Security Interests in Investment Property and
fixtures) by any means other than by (A) filings pursuant to the UCC in the office of the secretary
of state (or similar central filing office or as otherwise specified pursuant to the UCC) of the
relevant State(s), and filings in the applicable real estate records with respect to any fixtures
relating to Mortgaged Property, (B) filings in United States government offices with respect to
United States registered and applied for Patents, Marks and Copyrights of any Assignor as expressly
required elsewhere herein, (C) delivery to the Collateral Agent to be held in its possession of all
Collateral consisting of Instruments and Chattel Paper as expressly required elsewhere herein or
(D) other methods expressly provided herein, (ii) to enter into any deposit account control
agreement, securities account control agreement or any other control agreement with respect to any
deposit account, securities account or any other Collateral that requires perfection by “control”,
(iii) to take any action (other than the actions listed in clause (i)(A) and (C) above) with
respect to any assets located outside of the United States, (iv) to perfect in any assets subject
to a certificate of title statute or (v) to deliver any Equity Interests except as expressly
provided in the Pledge Agreement.




          1.2. Power of Attorney. Each Assignor hereby constitutes and appoints the Collateral
Agent its true and lawful attorney, irrevocably, with full power after the occurrence of and
during the continuance of an Event of Default (in the name of such Assignor or otherwise), to the
extent permitted by








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applicable law, to act, require, demand, receive, compound and give acquittance for any and all
moneys and claims for moneys due or to become due to such Assignor under or arising out of the
Collateral, to endorse any checks or other instruments or orders in connection therewith and to
file any claims or take any action or institute any proceedings which the Collateral Agent may
deem to be necessary or advisable to protect the interests of the Secured Creditors, which
appointment as attorney is coupled with an interest.




ARTICLE II




GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS



          Each Assignor represents, warrants and covenants, which representations, warranties and
covenants shall survive execution and delivery of this Agreement, as follows:




          2.1. Necessary Filings. All filings, registrations, recordings and other actions
necessary or appropriate to create, preserve and perfect the security interest granted by such
Assignor to the Collateral Agent hereby in respect of the Collateral have been (or, within 30 days
following the Initial Borrowing Date, shall have been) accomplished and the security interest
granted to the Collateral Agent pursuant to this Agreement in and to the Collateral creates a
valid and, together with all such filings, registrations, recordings and other actions, a
perfected security interest therein prior to the rights of all other Persons therein and subject
to no other Liens (other than Permitted Liens) and is entitled to all the rights, priorities and
benefits afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to
perfected security interests, in each case to the extent that the Collateral consists of the type
of property in which a security interest may be perfected by filing a financing statement under
the UCC or with respect to any U.S. issued patents or patent applications, trademark
registrations, trademark applications, copyright registrations or copyright applications, by a
filing of a Grant of Security Interest in the respective form attached hereto in the United States
Patent and Trademark Office or in the United States Copyright Office.




          2.2. No Liens. Such Assignor is, and as to all Collateral acquired by it from time to
time after the date hereof such Assignor will be, the owner of all Collateral free from any Lien,
security interest, encumbrance or other right, title or interest of any Person (other than
Permitted Liens), and such Assignor shall defend the Collateral against all claims and demands of
all Persons at any time claiming the same or any interest therein adverse to the Collateral Agent
(other than Permitted Liens). So long as the Termination Date has not occurred, such Assignor will
not execute or authorize to be filed in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction) or statements relating
to the Collateral, except financing statements filed or to be filed in respect of and covering the
security interests granted hereby by such Assignor or in connection with Permitted Liens.




          2.3.
Chief Executive Office, Record Locations. The chief executive office of such
Assignor is, on the date of this Agreement, located at the address indicated on Annex A hereto for
such Assignor. During the period of the four calendar months preceding the date of this Agreement,
the chief executive office of such Assignor has not been located at any address other than that
indicated on Annex A in accordance with the immediately preceding sentence, in each case unless
each such other address is also indicated on Annex A hereto for such Assignor.




          2.4. Location of Inventory and Equipment. All Inventory and Equipment with a value of
at least $5,000,000 held on the date hereof, or held at any time during the four calendar months
prior to the date hereof, by each Assignor is located at one of the locations shown on Annex B
hereto for such Assignor.




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          2.5. Legal Names; Type of Organization (and Whether
a Registered Organization
and/or a Transmitting Utility); Jurisdiction of Organization; Location; Organizational Identification
Numbers; Changes Thereto; etc. The exact legal name of each Assignor, the type of organization of such
Assignor, whether or not such Assignor is a Registered Organization, the jurisdiction of organization of
such Assignor, such Assignor’s Location, the organizational identification number (if any) of such Assignor,
and whether or not such Assignor is a Transmitting Utility, is listed on Annex C hereto for such
Assignor. Each Assignor agrees to notify the Collateral Agent in writing promptly, but in any event
within 60 days, after any change in (i) the legal name of
any Assignor, (ii) the identity or type of organization, the organizational identification number, if any, or corporate structure of any Assignor or (iii) the
jurisdiction of organization of any Assignor, and in connection with such change or changes, it shall have
taken all action reasonably requested by the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force
and effect.




          (b) Subject to Section 1.1(d), each Assignor shall, at its own expense, upon the reasonable
request of the Collateral Agent, take any and all commercially reasonable actions necessary to
defend title to the Collateral against all Persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien (other than Permitted
Liens); provided that, nothing in this Agreement shall prevent any Assignor from discontinuing the
operation or maintenance of any of its assets or properties if such discontinuance is (x)
determined by such Assignor to be desirable in the conduct of its business and (y) permitted by the
Credit Agreement.




          2.6. Trade Names; etc. No Assignor has or operates in any jurisdiction under, or in
the preceding five years has had or has operated in any jurisdiction under, any trade names,
fictitious names or other names except its legal name as specified in Annex C and such other trade
or fictitious names as are listed on Annex D hereto for such Assignor.




          2.7. Certain Significant Transactions. During the one-year period preceding the date
of this Agreement, no Person shall have merged or consolidated with or into any Assignor, and no
Person shall have liquidated into, or transferred all or substantially all of its assets to, any
Assignor, in each case except as described in Annex E hereto. With respect to any transactions so
described in Annex E hereto, the respective Assignor shall have furnished such information with
respect to the Person (and the assets of the Person and locations thereof) which merged with or
into or consolidated with such Assignor, or was liquidated into or transferred all or substantially
all of its assets to such Assignor, and shall have furnished to the Collateral Agent such UCC lien
searches as may have been requested with respect to such Person and its assets, to establish that
no security interest (excluding Permitted Liens) continues perfected on the date hereof with
respect to any Person described above (or the assets transferred to the respective Assignor by such
Person), including, without limitation, pursuant to Section 9-316(a)(3) of the UCC.




          2.8.
As-Extracted Collateral; Timber-to-be-Cut. On the date hereof, such Assignor
does not own, or expect to acquire, any property which constitutes, or would constitute,
As-Extracted Collateral or Timber-to-be-Cut. If at any time after the date of this Agreement such
Assignor owns, acquires or obtains rights to any As-Extracted Collateral or Timber-to-be-Cut, such
Assignor shall furnish the Collateral Agent with prompt written notice thereof (which notice shall
describe in reasonable detail the As-Extracted Collateral and/or Timber-to-be-Cut and the
locations thereof) and shall take all actions as may be deemed reasonably necessary or advisable
by the Collateral Agent to perfect the security interest of the Collateral Agent therein.




          2.9. Recourse. This Agreement is made with full recourse to each Assignor and
pursuant to and upon all the warranties, representations, covenants and agreements on the part of
such Assignor contained herein, in the Secured Debt Agreements and otherwise in writing in
connection here-




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signor contained herein, in the Secured Debt Agreements and otherwise in writing in connection
herewith or therewith.




ARTICLE III




SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS;

CHATTEL PAPER AND CERTAIN OTHER COLLATERAL



          3.1. Additional Covenants. If at any time any Assignor shall take a security interest
in any property of an Account Debtor or any other Person, the value of which is in excess of
$5,000,000 to secure payment and performance of an Account, such Assignor shall promptly assign
such security interest to the Collateral Agent for the benefit of the Secured Parties. Such
assignment need not be filed of public record unless necessary to continue the perfected status of
the security interest against creditors of and transferees from the Account Debtor or other Person
granting the security interest.




          3.2. Maintenance of Records. Upon the occurrence and during the continuance of an
Event of Default and at the request of the Collateral Agent, such Assignor shall, at its own cost
and expense, deliver all tangible evidence of its Accounts and Contract Rights (including, without
limitation, all documents evidencing the Accounts and all Contracts) and such books and records to
the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by
such Assignor). Upon the occurrence and during the continuance of an Event of Default and if
the Collateral Agent so directs, such Assignor shall legend, in form and manner satisfactory
to the Collateral Agent, the Accounts and the Contracts, as well as books, records and
documents (if any) of such Assignor evidencing or pertaining to such Accounts and Contracts
with an appropriate reference to the fact that such Accounts and Contracts have been assigned
to the Collateral Agent and that the Collateral Agent has a security interest therein.




          3.3. Direction to Account Debtors; Contracting Parties; etc. Upon the occurrence and
during the continuance of an Event of Default, if the Collateral Agent so directs any Assignor, if
permitted by applicable law, such Assignor agrees (x) to cause all payments on account of the
Accounts and Contracts to be made directly to the Cash Collateral Account, (y) that the Collateral
Agent may, at its option, directly notify the obligors with respect to any Accounts and/or under
any Contracts to make payments with respect thereto as provided in the preceding clause (x), and
(z) that the Collateral Agent may enforce collection of any such Accounts and Contracts and may
adjust, settle or compromise the amount of payment thereof, in the same manner and to the same
extent as such Assignor. Without notice to or assent by any Assignor, the Collateral Agent may,
upon the occurrence and during the continuance of an Event of Default, apply any or all amounts
then in, or thereafter deposited in, the Cash Collateral Account toward the payment of the
Obligations in the manner provided in Section 7.4 of this Agreement. The reasonable costs and
expenses of collection (including reasonable attorneys’ fees), whether incurred by an Assignor or
the Collateral Agent, shall be borne by the relevant Assignor. The Collateral Agent shall deliver
a copy of each notice referred to in the preceding clause (y) to the relevant Assignor,
provided that (x) the failure by the Collateral Agent to so notify such Assignor shall not
affect the effectiveness of such notice or the other rights of the Collateral Agent created by
this Section 3.3 and (y) no such notice shall be required if an Event of Default of the type
described in Section 10A.05 of the Credit Agreement has occurred and is continuing.




          3.4. Instruments. If any Assignor owns or acquires any Instrument in excess of
$5,000,000 constituting Collateral (other than checks and other payment instruments received and
collected in the ordinary course of business), such Assignor will within 10 Business Days notify
the Collateral Agent thereof, and upon request by the Collateral Agent will promptly deliver such
Instrument to the Collateral Agent appropriately endorsed to the order of the Collateral Agent as
further security hereunder.




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          3.5. Assignors Remain Liable Under Accounts. Anything herein to the contrary
notwithstanding, the Assignors shall remain liable under each of the Accounts to observe and
perform all of the conditions and obligations to be observed and performed by it thereunder, all
in accordance with the terms of any agreement giving rise to such Accounts. Neither the Collateral
Agent nor any other Secured Creditor shall have any obligation or liability under any Account (or
any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by
the Collateral Agent or any other Secured Creditor of any payment relating to such Account
pursuant hereto, nor shall the Collateral Agent or any other Secured Creditor be obligated in any
manner to perform any of the obligations of any Assignor under or pursuant to any Account (or any
agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by them or as to the sufficiency of any performance by any
party under any Account (or any agreement giving rise thereto), to present or file any claim, to
take any action to enforce any performance or to collect the payment of any amounts which may have
been assigned to them or to which they may be entitled at any time or times.




          3.6. Assignors Remain Liable Under Contracts. Anything herein to the contrary
notwithstanding, the Assignors shall remain liable under each of the Contracts to observe and
perform all of the conditions and obligations to be observed and performed by them thereunder, all
in accordance with and pursuant to the terms and provisions of each Contract. Neither the
Collateral Agent nor any other Secured Creditor shall have any obligation or liability under any
Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or
any other Secured Creditor of any payment relating to such contract pursuant hereto, nor shall the
Collateral Agent or any other Secured Creditor be obligated in any manner to perform any of the
obligations of any Assignor under or pursuant to any Contract, to make any payment, to make any
inquiry as to the nature or the sufficiency of any performance by any party under any Contract, to
present or file any claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to them or to which they may be entitled at any time
or times.




          3.7. Letter-of-Credit Rights. If any Assignor is at any time a beneficiary under a
letter of credit with a stated amount of $5,000,000 or more, such Assignor shall promptly notify
the Collateral Agent thereof and, at the request of the Collateral Agent, such Assignor shall,
pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent,
use its reasonable best efforts to (i) arrange for the issuer and any confirmer of such letter of
credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under
such letter of credit or (ii) arrange for the Collateral Agent to become the transferee
beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case, that the
proceeds of any drawing under the letter of credit are to be applied as provided in this Agreement
after the occurrence and during the continuance of an Event of Default.




          3.8. Commercial Tort Claims. All Commercial Tort Claims of each Assignor in existence
on the date of this Agreement are described in Annex F hereto. If any Assignor shall at any time
after the date of this Agreement acquire a Commercial Tort Claim in an amount (taking the greater
of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of
$5,000,000 or more, such Assignor shall promptly notify the Collateral Agent thereof in a writing
signed by such Assignor and describing the details thereof and shall grant to the Collateral Agent
in such writing a security interest therein and in the proceeds thereof, all upon the terms of
this Agreement, with such writing to be in form and substance reasonably satisfactory to the
Collateral Agent.




          3.9. Chattel Paper. Upon the request of the Collateral Agent made at any time or from
time to time, each Assignor shall promptly furnish to the Collateral Agent a list of all Electronic
Chattel Paper held or owned by such Assignor. Furthermore, if requested by the Collateral Agent,
each Assignor shall promptly take all actions which are reasonably practicable so that the
Collateral Agent has “control” of all Electronic Chattel Paper with a stated amount of $5,000,000
or more in accordance with




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the requirements of Section 9-105 of the UCC. Each Assignor will promptly (and in any event within
10 days), following any request by the Collateral Agent, deliver all of its Tangible Chattel Paper
with a stated amount of $5,000,000 or more to the Collateral Agent.




ARTICLE IV




SPECIAL PROVISIONS CONCERNING TRADEMARKS



          4.1. Additional Representations and Warranties. Each Assignor represents and warrants
that as of the date hereof it is the true and lawful owner of the United States trademark
applications and registrations listed in Annex G hereto, which include all United States trademark
applications and registrations that each such Assignor owns as of the date hereof. Except as could
not, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the
right to use, all material Marks and Domain Names that it currently uses. Each Assignor further
warrants that it has no knowledge of any third-party claim received by it that Assignor’s present
business operations infringes or will infringe any trademark, service mark or trade name of any
other Person other than as could not, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Except as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, each Assignor further
represents and warrants that the U.S. trademark registrations and applications listed in Annex G
hereto are valid, subsisting, have not been canceled and that such Assignor is not aware of any
third-party claim that any of said registrations is invalid or unenforceable.




          4.2. Infringements. Each Assignor agrees, promptly upon learning thereof, to notify
the Collateral Agent in writing of the name and address (if available) of, and to furnish such
pertinent information that may be available with respect to, any party who such Assignor believes
is or may be infringing or diluting or otherwise violating any of such Assignor’s rights in and to
any material Mark or Domain Name in any manner that could reasonably be expected to have a Material
Adverse Effect, or with respect to any party claiming that such Assignor’s use of any Mark or
Domain Name material to such Assignor’s business violates in any material respect any property
right of that party. Each Assignor further agrees to pursue or prosecute in accordance with
reasonable business practices and in its reasonable business judgment any Person infringing any
Mark or Domain Name in any manner that could reasonably be expected to have a Material Adverse
Effect.




          4.3. Preservation of Marks and Domain Names. Except as otherwise permitted herein,
each Assignor agrees to use its Marks which are material to such Assignor’s business during the
time in which this Agreement is in effect and to take all reasonable actions as are reasonably
necessary to preserve the registrations or applications of such Marks (other than any such Marks
which are no longer used or are deemed by such Assignor in its reasonable business judgment to no
longer be useful or desirable in its business or operations).




          4.4. Maintenance of Registration. Except as otherwise permitted by the Credit
Agreement, each Assignor shall, at its own expense, diligently maintain all material Mark and/or
Domain Name registrations, including but not limited to filing affidavits of use in the United
States Patent and Trademark Office for all of its material registered Marks, and shall pay all
fees and disbursements in connection therewith and shall not abandon any such registration without
prior written consent of the Collateral Agent (other than with respect to registrations and
applications deemed by such Assignor in its reasonable business judgment to be no longer prudent
or desirable to pursue or maintain).




          4.5. Future Registered Marks and Domain Names. If a registration for any Mark is
issued hereafter to any Assignor as a result of any application hereafter submitted to the United
States




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Patent and Trademark Office, within 30 days of the end of the fiscal quarter in which such
registration certificate is issued, such Assignor shall notify the Collateral Agent and deliver a
grant of a security interest in such Mark to the Collateral Agent at the expense of such Assignor
and the form of such security shall be substantially in the form of Annex J hereto or in such
other form as may be reasonably satisfactory to the Collateral Agent.




          4.6. Remedies. If an Event of Default shall occur and be continuing, the Collateral
Agent may, by written notice to the relevant Assignor, take any or all of the following actions:
(i) declare the entire right, title and interest of such Assignor in and to each of the Marks and
Domain Names, together with all trademark rights and rights of protection to the same, vested in
the Collateral Agent for the benefit of the Secured Creditors, in which event such rights, title
and interest shall immediately vest, in the Collateral Agent for the benefit of the Secured
Creditors; (ii) take and use or sell the Marks or Domain Names and the goodwill of such Assignor’s
business symbolized by the Marks or Domain Names and the right to carry on the business and use the
assets of such Assignor in connection with which the Marks or Domain Names have been used; and
(iii) direct such Assignor to refrain, in which event such Assignor shall refrain, from using the
Marks or Domain Names in any manner whatsoever, directly or indirectly, and such Assignor shall
execute such further documents that the Collateral Agent may reasonably request to further confirm
this and to transfer ownership of the Marks or Domain Names and registrations and any pending
trademark applications in the United States Patent and Trademark Office or applicable Domain Name
registrar to the Collateral Agent.




ARTICLE V




SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS



          5.1.
Additional Representations and Warranties. Each Assignor represents and
warrants that it is the true and lawful owner of all rights in (i) the United States patents and
patent applications listed in Annex H hereto, which include all the United States patents and
applications for United States patents that such Assignor owns as of the date hereof and (iii) the
United States copyright applications and registrations listed in Annex I hereto, which include all
United States copyright registrations and applications that such Assignor owns as of the date
hereof. Each Assignor further warrants that it has no knowledge of any third party claim that (a)
Assignor’s present business operations infringes or will infringe any patent of any other Person
or (b) such Assignor has misappropriated any trade secret or proprietary information which, in
each case, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.




          5.2. Infringements. Each Assignor agrees, promptly upon learning thereof, to furnish
the Collateral Agent in writing with all pertinent information available to such Assignor with
respect to any infringement or violation of such Assignor’s rights in any material Patent or
Copyright or to any claim that such Assignor’s practice of any Patent or use of any Copyright
violates any intellectual property right of a third party, or with respect to any misappropriation
of any material Trade Secret Right or any claim that Assignor’s practice of any Trade Secret Right
violates any intellectual property right of a third party, in each case, in any manner which,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect. Each Assignor further agrees, absent direction of the Collateral Agent to the contrary, to
diligently prosecute, in accordance with its reasonable business judgment, any Person infringing
any material Patent or Copyright or any Person misappropriating any material Trade Secret Right,
in each case to the extent that such infringement or misappropriation, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.




          5.3. Maintenance of Patents or Copyright. Except as otherwise permitted in Section
5.2 herein, at its own expense, each Assignor shall make timely payment of all post-issuance fees
required




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to maintain in force its rights under each Patent or Copyright, absent prior written consent of the
Collateral Agent (other than any such Patents or Copyrights which are no longer used or are deemed
by such Assignor in its reasonable business judgment to no longer be useful or desirable in its
business or operations).




          5.4. Prosecution of Patent or Copyright Applications. Except as otherwise permitted in
Section 5.2 herein, at its own expense, each Assignor shall diligently prosecute all material
applications for (i) United States Patents listed in Annex H hereto and (ii) Copyrights listed on
Annex I hereto and shall not abandon any such application (other than applications that are deemed
by such Assignor in its reasonable business judgment to no longer be necessary or desirable in the
conduct of the Assignor’s business), absent written consent of the Collateral Agent.




          5.5. Other Patents and Copyrights. Within 30 days of the end of the fiscal quarter in
which Assignor acquires a United States Patent or a Copyright registration, or files an
application for a United States Patentor a United States Copyright, the relevant Assignor shall
notify the Collateral Agent and deliver a grant of a security interest as to such Patent or
Copyright, as the case may be, to the Collateral Agent and at the expense of such Assignor, and
the form of such grant of a security interest shall be substantially in the form of Annex K or L
hereto, as appropriate, or in such other form as may be reasonably satisfactory to the Collateral
Agent.




          5.6. Remedies. If an Event of Default shall occur and be continuing, the Collateral
Agent may, by written notice to the relevant Assignor, take any or all of the following actions:
(i) declare the entire right, title, and interest of such Assignor in each of the Patents and
Copyrights vested in the Collateral Agent for the benefit of the Secured Creditors, in which event
such right, title, and interest shall immediately vest in the Collateral Agent for the benefit of
the Secured Creditors,; (ii) take and practice or sell the Patents and Copyrights; and (iii)
direct such Assignor to refrain, in which event such Assignor shall refrain, from practicing the
Patents and using the Copyrights directly or indirectly, and such Assignor shall execute such
further documents as the Collateral Agent may reasonably request further to confirm this and to
transfer ownership of the Patents and Copyrights to the Collateral Agent for the benefit of the
Secured Creditors.




ARTICLE VI




PROVISIONS CONCERNING ALL COLLATERAL



          6.1. Protection of Collateral Agent’s Security. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Collateral
Agent in the Collateral in any material respect. Each Assignor will at all times maintain
insurance, at such Assignor’s own expense to the extent and in the manner provided in the Secured
Debt Agreements. Except to the extent otherwise permitted to be retained by such Assignor or
applied by such Assignor pursuant to the terms of the Secured Debt Agreements, the Collateral
Agent shall, at the time any proceeds of such insurance are distributed to the Secured Creditors,
apply such proceeds in accordance with Section 7.4 hereof. Each Assignor assumes all liability and
responsibility in connection with the Collateral acquired by it and the liability of such Assignor
to pay the Obligations shall in no way be affected or diminished by reason of the fact that such
Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to
such Assignor.




          6.2. Warehouse Receipts Non-Negotiable. To the extent practicable, each Assignor
agrees that if any warehouse receipt or receipt in the nature of a warehouse receipt is issued
with respect to any of its Inventory, such Assignor shall request that such warehouse receipt or
receipt in the nature




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thereof shall not be “negotiable” (as such term is used in Section 7-104 of the UCC as in effect
in any relevant jurisdiction or under other relevant law).




          6.3. Further Actions. Each Assignor will, at its own expense and upon the reasonable
request of the Collateral Agent, make, execute, endorse, acknowledge, file and/or deliver to the
Collateral Agent from time to time such lists, descriptions and designations of its Collateral,
warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of
title, vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, certificates, reports and other assurances or instruments and take such
further steps relating to the Collateral and other property or rights covered by the security
interest hereby granted, which the Collateral Agent deems reasonably appropriate or advisable to
perfect, preserve or protect its security interest in the Collateral.




          6.4. Financing Statements. Each Assignor agrees to deliver to the Collateral Agent
such financing statements, in form reasonably acceptable to the Collateral Agent, as the
Collateral Agent may from time to time reasonably request or as are reasonably necessary or
desirable in the opinion of the Collateral Agent to establish and maintain a valid, enforceable,
perfected security interest in the Collateral as provided herein and the other rights and security
contemplated hereby. Each Assignor will pay any applicable filing fees, recordation taxes and
related expenses relating to its Collateral. Each Assignor hereby authorizes the Collateral Agent
to file any such financing statements without the signature of such Assignor where permitted by
law (and such authorization includes describing the Collateral as “all assets” of such Assignor).




ARTICLE VII




REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT



          7.1. Remedies; Obtaining the Collateral Upon an Event of Default. Each
Assignor agrees that, if any Event of Default shall have occurred and be continuing, then and in
every such case, the Collateral Agent, in addition to any rights now or hereafter existing under
applicable law and under the other provisions of this Agreement, shall have all rights as a
secured creditor under any UCC, and such additional rights and remedies to which a secured
creditor is entitled under the laws in effect in all relevant jurisdictions and may (after
delivery of notice to the Borrower):





     (i) personally, or by agents or attorneys, immediately take possession of the
Collateral or any part thereof, from such Assignor or any other Person who then has
possession of any part thereof with or without process of law, and for that purpose may
enter upon such Assignor’s premises where any of the Collateral is located and remove the
same and use in connection with such removal any and all services, supplies, aids and other
facilities of such Assignor;




     (ii) instruct the obligor or obligors on any agreement, instrument or other obligation
(including, without limitation, the Accounts and the Contracts) constituting the Collateral
to make any payment required by the terms of such agreement, instrument or other obligation
directly to the Collateral Agent and may exercise any and all remedies of such Assignor in
respect of such Collateral;




     (iii) sell, assign or otherwise liquidate any or all of the Collateral or any part
thereof in accordance with Section 7.2 hereof, or direct such Assignor to sell, assign or
otherwise liquidate any or all of the Collateral or any part thereof, and, in each case,
take possession of the proceeds of any such sale or liquidation;



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     (iv) take possession of the Collateral or any part thereof, by directing such Assignor
in writing to deliver the same to the Collateral Agent at any reasonable place or places
designated by the Collateral Agent, in which event such Assignor shall at its own expense:




     (x) forthwith cause the same to be moved to the place or places so designated
by the Collateral Agent and there delivered to the Collateral Agent;




     (y) store and keep any Collateral so delivered to the Collateral Agent at
such place or places pending further action by the Collateral Agent as provided in
Section 7.2 hereof; and




     (z) while the Collateral shall be so stored and kept, provide such security
and maintenance services as shall be reasonably necessary to protect the same and
to preserve and maintain it in good condition;




     (v) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks,
Domain Names, Patents or Copyrights included in the Collateral for such term and on such
conditions and in such manner as the Collateral Agent shall in its sole judgment determine;




     (vi) apply any monies constituting Collateral or proceeds thereof in accordance with
the provisions of Section 7.4; and




     (vii) take any other action as specified in clauses (1) through (5), inclusive, of
Section 9-607 of the UCC;


it being understood that each Assignor’s obligation so to deliver the Collateral is of the
essence of this Agreement and that, accordingly, upon application to a court of equity having
jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance
by such Assignor of said obligation. By accepting the benefits of this Agreement and each other
Security Document, the Secured Creditors expressly acknowledge and agree that this Agreement and
each other Security Document may be enforced only by the action of the Collateral Agent and that
no other Secured Creditor shall have any right individually to seek to enforce this Agreement or
any other Security Document or to realize upon the security to be granted hereby or thereby, it
being understood and agreed that such rights and remedies may be exercised by the Collateral
Agent for the benefit of the Secured Creditors upon the terms of this Agreement and the other
Security Documents.




          7.2. Remedies; Disposition of the Collateral. If any Event of Default shall have
occurred and be continuing, then any Collateral repossessed by the Collateral Agent under or
pursuant to Section 7.1 hereof, and any other Collateral whether or not so repossessed by the
Collateral Agent, may be sold, assigned, leased or otherwise disposed of under one or more
contracts or as an entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at such place or places
and on such terms as the Collateral Agent may, in compliance with any mandatory requirements of
applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased
or otherwise disposed of in the condition in which the same existed when taken by the Collateral
Agent or after any overhaul or repair at the expense of the relevant Assignor which the Collateral
Agent shall determine to be commercially reasonable. Any such sale, lease or other disposition may
be effected by means of a public disposition or private disposition, effected in accordance with
the applicable requirements (in each case if and to the extent applicable) of Sections 9-610
through 9-613 of the UCC and/or such other mandatory requirements of applicable law as may apply
to the respective disposition. The Collateral Agent may, without notice or publication, adjourn
any public or private disposition or cause the same to be adjourned from time to time by
announcement at the time and




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place fixed for the disposition, and such disposition may be made at any time or place to which the
disposition may be so adjourned. To the extent permitted by any such requirement of law, the
Collateral Agent may bid for and become the purchaser (and may pay all or any portion of the
purchase price by crediting Obligations against the purchase price) of the Collateral, or any item
thereof, offered for disposition in accordance with this Section 7.2 without accountability to the
relevant Assignor. Each Assignor agrees to do or cause to be done all such other acts and things as
may be reasonably necessary to make such disposition or dispositions of all or any portion of the
Collateral valid and binding and in compliance with any and all applicable laws, regulations,
orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental
instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at
such Assignor’s expense.




          7.3. Waiver of Claims. Except as otherwise provided in this Agreement, EACH
ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE
AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING
POSSESSION OR THE COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL,
INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR
ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives, to the extent permitted by law:





     (i) all damages occasioned by such taking of possession or any such disposition except any
damages which are the direct result of the Collateral Agent’s gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision);




     (ii) all other requirements as to the time, place and terms of sale or other
requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and
(iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law in order to prevent or delay the enforcement of
this Agreement or the absolute sale of the Collateral or any portion thereof, and each
Assignor, for itself and all who may claim under it, insofar as it or they now or hereafter
lawfully may, hereby waives the benefit of all such laws.


Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral
shall operate to divest all right, title, interest, claim and demand, either at law or in equity,
of the relevant Assignor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from, through and under such
Assignor.




          7.4. Application of Proceeds.




          (a) All moneys collected by the Collateral Agent (or, to the extent the Pledge Agreement, any
Mortgage or any other Security Document requires proceeds of collateral under such other Security
Document to be applied in accordance with the provisions of this Agreement, the Pledgee, the
Mortgagee (or Trustee) or Collateral Agent under such other Security Document) upon any sale or
other disposition of the Collateral, together with all other moneys received by the Collateral
Agent hereunder, shall be applied in the manner specified in Section 10C of the Credit Agreement.




          (b) This Agreement is made with full recourse to each Assignor (including, without
limitation, with full recourse to all assets of such Assignor) and pursuant to and upon all the
warranties, representations, covenants and agreements on the part of such Assignor contained
herein, in the other Secured Debt Agreements and otherwise in writing in connection herewith or
therewith. It is understood




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that the Assignors shall remain jointly and severally liable to the extent of any deficiency
between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations.




          7.5. Remedies Cumulative. Each and every right, power and remedy hereby specifically
given to the Collateral Agent shall be in addition to every other right, power and remedy
specifically given to the Collateral Agent under this Agreement, the other Secured Debt Agreements
or now or hereafter existing at law, in equity or by statute and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised from time to time
or simultaneously and as often and in such order as may be deemed expedient by the Collateral
Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning
of the exercise of one shall not be deemed a waiver of the right to exercise any other or others.
No delay or omission of the Collateral Agent in the exercise of any such right, power or remedy and
no renewal or extension of any of the Obligations shall impair any such right, power or remedy or
shall be construed to be a waiver of any Default or Event of Default or an acquiescence thereof. No
notice to or demand on any Assignor in any case shall entitle it to any other or further notice or
demand in similar or other circumstances or constitute a waiver of any of the rights of the
Collateral Agent to any other or further action in any circumstances without notice or demand. In
the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and
shall be entitled to judgment, then in such suit the Collateral Agent may recover reasonable
expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such
judgment.




          7.6. Discontinuance of Proceedings. In case the Collateral Agent shall have
instituted any proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and
in every such case the relevant Assignor, the Collateral Agent and each holder of any of the
Obligations shall be restored to their former positions and rights hereunder with respect to the
Collateral subject to the security interest created under this Agreement, and all rights, remedies
and powers of the Collateral Agent shall continue as if no such proceeding had been instituted.




ARTICLE VIII




INDEMNITY



          8.1. Indemnity.




          (a) Each Assignor jointly and severally agrees to indemnify, reimburse and hold the
Collateral Agent, each other Secured Creditor and their respective successors, assigns, employees,
affiliates and agents (hereinafter in this Section 8.1 referred to individually as “Indemnitee,”
and collectively as “Indemnitees”) harmless from any and all liabilities, obligations, damages,
injuries, penalties, claims, demands, actions, suits, judgments and any and all costs, expenses or
disbursements (including reasonable attorneys’ fees and expenses) (for the purposes of this
Section 8.1 the foregoing are collectively called “expenses”) of whatsoever kind and nature
imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or
arising out of this Agreement, any other Secured Debt Agreement or any other document executed in
connection herewith or therewith or in any other way connected with the administration of the
transactions contemplated hereby or thereby or the enforcement of any of the terms of, or the
preservation of any rights under any thereof, or in any way relating to or arising out of the
manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, financing,
possession, operation, condition, sale, return or other disposition, or use of the Collateral
(including, without limitation, latent or other defects, whether or not discoverable), the
violation of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of strict liability,
or for or on account of injury to or the death of any Person (including any




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Indemnitee), or property damage), or contract claim; provided that no Indemnitee shall be
indemnified pursuant to this Section 8.1(a) for losses, damages or liabilities to the extent
caused by the gross negligence or willful misconduct of such Indemnitee (as determined by a court
of competent jurisdiction in a final and non-appealable decision). Each Assignor agrees that upon
written notice by any Indemnitee of the assertion of such a liability, obligation, damage, injury,
penalty, claim, demand, action, suit or judgment, the relevant Assignor shall assume full
responsibility for the defense thereof. Each Indemnitee agrees to use its best efforts to promptly
notify the relevant Assignor of any such assertion of which such Indemnitee has knowledge.




          (b) Without limiting the application of Section 8.1(a) hereof, each Assignor agrees, jointly
and severally, to pay or reimburse the Collateral Agent for any and all reasonable fees, costs and
expenses of whatever kind or nature incurred in connection with the creation, preservation or
protection of the Collateral Agent’s Liens on, and security interest in, the Collateral,
including, without limitation, all fees and taxes in connection with the recording or filing of
instruments and documents in public offices, payment or discharge of any taxes or Liens upon or in
respect of the Collateral, premiums for insurance with respect to the Collateral and all other
fees, costs and expenses in connection with protecting, maintaining or preserving the Collateral
and the Collateral Agent’s interest therein, whether through judicial proceedings or otherwise, or
in defending or prosecuting any actions, suits or proceedings arising out of or relating to the
Collateral.




          (c) Without limiting the application of Section 8.1(a) or (b) hereof, each Assignor agrees,
jointly and severally, to pay, indemnify and hold each Indemnitee harmless from and against any
loss, costs, damages and expenses which such Indemnitee may suffer, expend or incur in consequence
of or growing out of any misrepresentation by any Assignor in this Agreement, any other Secured
Debt Agreement or in any writing contemplated by or made or delivered pursuant to or in connection
with this Agreement or any other Secured Debt Agreement.




          (d) If and to the extent that the obligations of any Assignor under this Section 8.1 are
unenforceable for any reason, such Assignor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under applicable law.




          8.2. Indemnity Obligations Secured by Collateral; Survival. Any amounts paid by any
Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Obligations
secured by the Collateral. The indemnity obligations of each Assignor contained in this Article
 VIII shall continue in full force and effect notwithstanding the full payment of all of the other
Obligations and notwithstanding the full payment of all the Loans made under the Credit Agreement,
the termination of all Letters of Credit issued under the Credit Agreement and the payment of all
other Obligations and notwithstanding the discharge thereof and the occurrence of the Termination
Date.




ARTICLE IX




DEFINITIONS



          The following terms shall have the meanings herein specified. Such definitions shall be
equally applicable to the singular and plural forms of the terms defined.




          “Account” shall mean any “account” as such term is defined in the UCC as in effect on the date
hereof in the State of New York, and in any event shall include but shall not be limited to, all
rights to payment of any monetary obligation, whether or not earned by performance, (i) for
property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, (ii)
for services rendered or to be rendered, (iii) for a policy of insurance issued or to be issued,
(iv) for a secondary obligation




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incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a
vessel under a charter or other contract, (vii) arising out of the use of a credit or charge card
or information contained on or for use with the card, or (viii) as winnings in a lottery or other
game of chance operated or sponsored by a State, governmental unit of a State, or person licensed
or authorized to operate the game by a State or governmental unit of a State. Without limiting the
foregoing, the term “account” shall include all Health-Care-Insurance Receivables.




          “Administrative Agent” shall have the meaning provided in the recitals of this Agreement.




          “Agreement” shall mean this Security Agreement as the same may be amended, modified, restated
and/or supplemented from time to time in accordance with its terms.




          “As-Extracted Collateral” shall mean “as-extracted collateral” as such term is defined in the
UCC as in effect on the date hereof in the State of New York.




          “Assignor” shall have the meaning provided in the first paragraph of this Agreement.




          “Borrower” shall have the meaning provided in the recitals of this Agreement.




          “Cash Collateral Account” shall mean a non-interest bearing cash collateral account
maintained with, and in the sole dominion and control of, the Collateral Agent for the benefit of
the Secured Creditors.




          “Chattel Paper” shall mean “chattel paper” as such term is defined in the UCC as in effect on
the date hereof in the State of New York. Without limiting the foregoing, the term “Chattel Paper”
shall in any event include all Tangible Chattel Paper and all Electronic Chattel Paper.




          “Collateral” shall have the meaning provided in Section 1.1 (a) of this Agreement.




          “Collateral Agent” shall have the meaning provided in the first paragraph of this Agreement.




          “Commercial Tort Claims” shall mean “commercial tort claims” as such term is defined in the
UCC as in effect on the date hereof in the State of New York.





          “Contract Rights” shall mean all rights of any Assignor under each Contract, including,
without limitation, (i) any and all rights to receive and demand payments under any or all
Contracts, (ii) any and all rights to receive and compel performance under any or all Contracts
and (iii) any and all other rights, interests and claims now existing or in the future arising in
connection with any or all Contracts.




          “Contracts” shall mean all contracts between any Assignor and one or more additional parties
(including, without limitation, any Secured Hedge Agreements, documents related to any Cash
Management Obligations, licensing agreements and any partnership agreements, joint venture
agreements and limited liability company agreements), but excluding any contract to the extent
that (but only as long as) the terms thereof prohibit the assignment of, or granting a security
interest in, such contract (it being understood and agreed, however, (i) that notwithstanding the
foregoing, all rights to payment for money due or to become due pursuant to any such excluded
contract shall be subject to the security interests created by this Agreement and (ii) such
excluded contract shall otherwise be subject to the security interests created by this Agreement
upon receiving any necessary approvals or waivers permitting the assignment thereof).




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          “Copyrights” shall mean any United States or foreign copyright, including any registrations
thereof in the United States Copyright Office or any foreign equivalent office, as well as any
application for a copyright registration now or hereafter made with the United States Copyright
Office or any foreign equivalent office by any Assignor and the right to obtain all renewals
thereof.




          “Credit Agreement” shall have the meaning provided in the recitals of this
Agreement.




          “Default” shall mean any event which with notice or lapse of time, or both, would constitute
an Event of Default.




          “Deposit Accounts” shall mean all “deposit accounts” as such term is defined in the UCC as in
effect on the date hereof in the State of New York.




          “Documents” shall mean “documents” as such term is defined in the UCC as in effect on the
date hereof in the State of New York.




          “Domain Names” shall mean all Internet domain names and associated URL addresses
and the right to obtain all renewals thereof.




          “Electronic Chattel Paper” shall mean “electronic chattel paper” as such term is defined in
the UCC as in effect on the date hereof in the State of New York.




          “Equipment” shall mean any “equipment,” as such term is defined in the UCC as in effect on the
date hereof in the State of New York, now or hereafter owned by any Assignor and, in any event,
shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and
vehicles now or hereafter owned by any Assignor and any and all additions, substitutions and
replacements of any of the foregoing and all accessions thereto, wherever located, together with
all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.




          “Excluded Assets” means:





     (a) any General Intangible or rights of an Assignor with respect to any contract,
lease, license or other agreement if (but only to the extent that) the grant of a security
interest therein would (x) constitute a violation (including a breach or default) of, a
restriction in respect of, or result in the abandonment, invalidation or unenforceability
of, such General Intangible or contract, lease, license or other agreement or create any
right of termination in favor of a third party or in conflict with any law, regulation,
permit, order or decree of any Governmental Authority, unless and until all required
consents shall have been obtained (for the avoidance of doubt, the restrictions described
herein shall not include negative pledges or similar undertakings in favor of a lender or
other financial counterparty) or (y) expressly give any other party (other than another
Assignor or its Affiliates) in respect of any such contract, lease, license or other
agreement, the right to terminate its obligations thereunder, provided, however, that the
limitation set forth in this clause (a) shall not affect, limit, restrict or impair the
grant by an Assignor of a security interest pursuant to this Agreement in any such
Collateral to the extent that an otherwise applicable prohibition or restriction on such
grant is rendered ineffective by any applicable Law, including the UCC; provided further that, at such time as the condition causing the conditions in subclauses (x)
and (y) of this clause (a) shall be remedied, whether by contract, change of law or
otherwise, the General Intangible or contract, lease, license or other agreement shall
immediately cease to be an Excluded Asset, and any security interest that would otherwise
be granted herein
shall attach immediately to such General Intangible or contract, lease, license or
other agreement,



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or to the extent severable, to any portion thereof that does not result in any of the conditions
in subclause (x) or (y) above;




     (b) any assets (including Equity Interests) to the extent and for so long as (i) the pledge of
or security interest in such assets is prohibited by law and such prohibition is not overridden by
the UCC or other applicable law or (ii) the grant of such security interest would require
governmental consent, approval, license or authorization (except that the cash Proceeds of
dispositions thereof in accordance with applicable law, including, without limitation, rules and
regulations of any governmental authority or agency shall not be an Excluded Asset);




     (c) motor vehicles and other assets subject to certificates of title, a security interest in
which cannot be perfected through the filing of financing statements under the UCC in the relevant
jurisdiction;




     (d) Margin Stock;




     (e) Excluded Security;




     (f) any Marks, Patents or Copyrights to the extent that the attachment of the security
interest of this Agreement thereto, or any assignment thereof, would result in the forfeiture,
cancellation, invalidation, unenforceability, or other loss of the Assignors’ rights in such
property including, without limitation, any license pursuant to which an Assignor is licensee
under terms which prohibit the granting of a security interest or under which granting such an
interest would give rise to a breach or default by such Assignor, and any Mark applications filed
in the United States Patent & Trademark Office on the basis of an Assignor’s “intent-to-use” such
Mark, unless and until acceptable evidence of use of such Mark has been filed with and accepted
by the United States Patent & Trademark Office pursuant to Section 1(c) or Section 1(d) of the
Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Mark application
prior to such filing would adversely affect the enforceability, validity, or other rights in such
Mark application;




     (g) assets (including Equity Interests) owned by any Assignor on the date hereof or hereafter
acquired that are subject to a Lien permitted by subsections (vii), (xiv) and (xvii) of Section
9.01 of the Credit Agreement to the extent that the contract or other agreement pursuant to which
such Lien is granted or to which such assets are subject (or the documentation relating thereto)
prohibits the creation of any other Lien on such asset;




     (h) any particular assets if, in the reasonable judgment of the Borrower and the
Administrative Agent evidenced in writing signed by the Borrower and the Administrative Agent,
creating a pledge thereof or security interest therein to the Collateral Agent for the benefit of
the Secured Creditors would result in any material adverse tax consequences to VHS Holdco I or its
Subsidiaries; and




     (i) any particular assets if, in the reasonable judgment of the Administrative Agent,
determined in consultation with the Borrower and evidenced in writing, the burden, cost or
consequences (including any material adverse tax consequences) to the Borrower or its Subsidiaries
of creating or perfecting such pledges or security interests in such assets in favor of the
Collateral Agent for the benefit of the Secured Creditors is excessive in relation to the benefits
to be obtained therefrom by the Secured Creditors.




     “Excluded Security” means:



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     (a) more than 65% of the issued and outstanding Equity Interests of any Foreign
Subsidiary;




     (b) more than 65% of the issued and outstanding Equity Interests of any Domestic
Subsidiary that is a disregarded entity under the Code if all of its material assets
consist of the Equity Interests of one or more Subsidiaries that are controlled foreign
corporations within the meaning of Section 957 of the Code;




     (c) any interest in a joint venture or non-Wholly Owned Subsidiary to the extent the
granting of a security interest therein is prohibited by the terms of the certificate of
incorporation, by-laws (or equivalent organizational document(s)) of such joint venture or
non-Wholly Owned Subsidiary or any shareholders agreement or joint venture agreement
relating thereto;




     (d) any membership or other interest in any Not-For-Profit Entity or any other
not-for-profit entity;




     (e) any Equity Interest of any special purpose securitization vehicle or a captive
insurance subsidiary; and




     (f) any Equity Interest in a De Minimis Subsidiary so long as such Subsidiary remains
a De Minimis Subsidiary.



          “General Intangibles” shall mean “general intangibles” as such term is defined in the UCC as
in effect on the date hereof in the State of New York.




          “Goods” shall mean “goods” as such term is defined in the UCC as in effect on the date hereof
in the State of New York.




          “Health-Care-Insurance Receivable” shall mean any “health-care-insurance receivable” as such
term is defined in the UCC as in effect on the date hereof in the State of New York.




          “Indemnitee” shall have the meaning provided in Section 8.1(a) of this Agreement.




          “Instrument” means “instruments” as such term is defined in the UCC as in effect on the date
hereof in the State of New York.




          “Inventory” shall mean merchandise, inventory and goods, and all additions, substitutions and
replacements thereof and all accessions thereto, wherever located, together with all goods,
supplies, incidentals, packaging materials, labels, materials and any other items used or usable
in manufacturing, processing, packaging or shipping same, in all stages of production from raw
materials through work in process to finished goods, and all products and proceeds of whatever
sort and wherever located any portion thereof which may be returned, rejected, reclaimed or
repossessed by the Collateral Agent from any Assignor’s customers, and shall specifically include
all “inventory” as such term is defined in the UCC as in effect on the date hereof in the State of
New York, now or hereafter owned by any Assignor.




          “Investment Property” shall have the meaning provided in the UCC as in effect on the date
hereof in the State of New York.




          “Lender Creditors” shall have the meaning provided in the recitals of this
Agreement.




          “Lenders” shall have the meaning provided in the recitals of this Agreement.








-19-









 








          “Letter of Credit Rights” shall mean “letter-of-credit rights” as such term is defined in the
UCC as in effect on the date hereof in the State of New York.




          “Liens” shall mean any security interest, mortgage, pledge, lien, claim, charge, encumbrance,
title retention agreement, lessor’s interest in a financing lease or analogous instrument, in, of,
or on any Assignor’s property.




          “Location” of any Assignor, shall mean such Assignor’s “location” as determined pursuant to
Section 9-307 of the UCC.




          “Marks” shall mean all right, title and interest in and to any trademarks, service marks and
trade names now held or hereafter acquired by any Assignor, including any registration or
application for registration of any trademarks and service marks now held or hereafter acquired by
any Assignor, which are registered or filed in the United States Patent and Trademark Office or
the equivalent thereof in any state of the United States or any equivalent foreign office or
agency, as well as any unregistered trademarks and service marks used by an Assignor and any trade
dress logos, designs, fictitious business names and other business identifiers used by the
Assignor, and the goodwill of the business symbolized thereby and the right to obtain all renewals
thereof, but excluding any such right, title and interest of an Assignor in and to same as
licensee pursuant to a contract which is expressly excluded from the definition of “Contract”
contained herein pursuant to the terms of such definition.




          “Material Adverse Effect” shall mean a material adverse effect on the business, assets,
liabilities, operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries
taken as a whole.




          “Patents” shall mean any patent and any divisions, continuations (including, but not limited
to, continuations-in-parts) and improvements thereof, as well as any application for a patent now
or hereafter made, but excluding any patent to which any Assignor has right, title and interest as
licensee pursuant, and all rights to obtain any reissues or extensions of the foregoing to a
contract which is expressly excluded from the definition of “Contract” contained herein pursuant to
the terms of such definition.




          “Permits” shall mean, to the extent permitted to be assigned by the terms thereof or by
applicable law, all licenses, permits, rights, orders, variances, franchises or authorizations of
or from any governmental authority or agency.




          “Proceeds” shall mean all “proceeds” as such term is defined in the UCC as in effect in the
State of New York on the date hereof and, in any event, shall also include, but not be limited to,
(i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the
Collateral Agent or any Assignor from time to time with respect to any of the Collateral, (ii) any
and all payments (in any form whatsoever) made or due and payable to any Assignor from time to
time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any governmental authority (or any person acting under color of
governmental authority) and (iii) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.




          “Registered Organization” shall have the meaning provided in the UCC as in effect in the
State of New York.




          “Secured Debt Agreements” shall mean and include this Agreement, the other Credit Documents,
the Secured Hedge Agreements and the documentation governing Cash Management Obligations.








-20-









 








          “Software” shall mean “software” as such term is defined in the UCC as in effect on the date
hereof in the State of New York and owned by any Assignor.




          “Supporting Obligations” shall mean any “supporting obligation” as such term is defined in
the UCC as in effect on the date hereof in the State of New York, now or hereafter owned by any
Assignor, or in which any Assignor has any rights, and, in any event, shall include, but shall not
be limited to all of such Assignor’s rights in any Letter-of-Credit Right or secondary obligation
that supports the payment or performance of, and all security for, any Account, Chattel Paper,
Document, General Intangible, Instrument or Investment Property.




          “Tangible Chattel Paper” shall mean “tangible chattel paper” as such term is defined in the
UCC as in effect on the date hereof in the State of New York.




          “Termination Date” shall have the meaning provided in Section 10.8(a) of this Agreement.




          “Timber-to-be-Cut” shall mean “timber-to-be-cut” as such term is defined in the UCC as in
effect on the date hereof in the State of New York.




          “Trade Secret Rights” shall mean the rights of an Assignor in any Trade Secret it
holds.




          ‘Trade Secrets” shall mean any secretly held existing engineering or other data, information,
production procedures and other know-how relating to the design manufacture, assembly,
installation, use, operation, marketing, sale and/or servicing of any products or business of an
Assignor worldwide whether written or not.




          ‘Transmitting Utility” shall have the meaning given such term in Section 9~102(a)(80) of the
UCC.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction.




          “VHS Holdco I” shall have the meaning set forth in the recitals to this Agreement.




ARTICLE X




MISCELLANEOUS



          10.1. Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted herein) be in writing and given as provided in Section 14.03 of the Credit
Agreement. All communications and notices hereunder to the Borrower or any other Assignor shall be
given to it in care of the Borrower as provided in Section 14.03 of the Credit Agreement.




          10.2. Waiver; Amendment. Except as provided in Sections 10.8 and 10.13, none of the
terms and conditions of this Agreement may be changed, waived, modified or varied in any manner
whatsoever unless in writing duly signed by each Assignor directly affected thereby (it being
understood that the addition or release of any Assignor hereunder shall not constitute a change,
waiver, discharge or termination affecting any Assignor other than the Assignor so added or
released) and the Collateral Agent (with any consents required by the Credit Agreement).



-21-








 









          10.3. Obligations Absolute. The obligations of each Assignor hereunder shall remain in
full force and effect without regard to, and shall not be impaired by, (a) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of such
Assignor; (b) any exercise or non-exercise, or any waiver of, any right, remedy, power or privilege
under or in respect of this Agreement or any other Secured Debt Agreement; or (c) any amendment to
or modification of any Secured Debt Agreement or any security for any of the Obligations; whether
or not such Assignor shall have notice or knowledge of any of the foregoing.




          10.4. Successors and Assigns. This Agreement shall create a continuing security
interest in the Collateral and shall (i) remain in full force and effect, subject to release
and/or termination as set forth in Section 10.8, (ii) be binding upon each Assignor, its
successors and assigns; provided, however, that no Assignor shall assign any of
its rights or obligations hereunder without the prior written consent of the Collateral Agent, in
accordance with the provisions of the Secured Debt Agreement, and (iii) inure, together with the
rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent, the
other Secured Creditors and their respective successors, transferees and assigns. All agreements,
statements, representations and warranties made by each Assignor herein or in any certificate or
other instrument delivered by such Assignor or on its behalf under this Agreement shall be
considered to have been relied upon by the Secured Creditors and shall survive the execution and
delivery of this Agreement and the other Secured Debt Agreements regardless of any investigation
made by the Secured Creditors or on their behalf.




          10.5. Headings Descriptive. The headings of the several sections of this Agreement
are inserted for convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.




          10.6. Governing Law.




          (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER SUCH PARTY, AND AGREES NOT TO PLEAD OR CLAIM IN
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT
IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS JURISDICTION OVER SUCH PARTY. EACH PARTY
HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH PARTY AT ITS ADDRESS FOR NOTICES AS PROVIDED IN
SECTION 10.1 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER
CREDIT DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT UNDER THIS








-22-









 







AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PARTY IN ANY OTHER JURISDICTION.




          (b) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY
SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.




          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.




          10.7. Assignor’s Duties. It is expressly agreed, anything herein contained to the
contrary notwithstanding, that each Assignor shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall
not have any obligations or liabilities with respect to any Collateral by reason of or arising out
of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to
perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.




          10.8. Termination; Release.




          (a) Upon the Termination Date, this Agreement, the security interest granted hereby shall
terminate automatically (provided that all indemnities set forth herein, including, without
limitation, in Section 8.1 hereof, shall survive such termination) and any Liens arising therefrom
shall be automatically released. The Collateral Agent, at the request and expense of the respective
Assignor, will promptly execute and deliver to such Assignor a proper instrument or instruments
(including UCC termination statements on form UCC-3) acknowledging the satisfaction and termination
of this Agreement, and will duly assign, transfer and deliver to such Assignor (without recourse
and without any representation or warranty) such of the Collateral as may be in the possession of
the Collateral Agent and as has not theretofore been sold or otherwise applied or released pursuant
to this Agreement. As used in this Agreement, “Termination Date” shall mean the date upon which all
Commitments under the Credit Agreement have been terminated and all Loans thereunder have been
repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or
cash collateralized on terms acceptable to the Issuing Lender or other arrangements acceptable to
the Issuing Lender have been made pursuant to which the Issuing Lender has agreed such Letters of
Credit are no longer outstanding for purposes of the Credit Agreement, and all Obligations then due
and payable have been paid in full (other than (x) contingent obligations not yet due and payable
and (y) Cash Management Obligations or Obligations under Secured Hedge Agreements).




          (b) In the event that any part of the Collateral is sold, transferred or otherwise disposed
of (to a Person other than a Credit Party) or is otherwise released at the direction of the
Required Lenders (or all the Lenders if required by Section 14.12 of the Credit Agreement), such
Collateral will be sold, transferred or otherwise disposed of free and clear of the Liens created
by this Agreement and the Collateral Agent, at the request and expense of such Assignor, will
execute and deliver such documentation, including termination or partial release statements and
the like in connection therewith and assign,





-23-









 







transfer and deliver to such Assignor (without recourse and without any representation or
warranty) such of the Collateral as is then being (or has been) so sold, transferred or otherwise
disposed of, or released, and as may be in the possession of the Collateral Agent and has not
theretofore been released pursuant to this Agreement. Furthermore, upon the release of any
Subsidiary Guarantor from the Subsidiaries Guaranty in accordance with the provisions thereof,
such Assignor (and the Collateral at such time assigned by the respective Assignor pursuant
hereto) shall be released from this Agreement.




          (c) At any time that an Assignor desires that the Collateral Agent take any action to
acknowledge or give effect to any release of Collateral pursuant to the foregoing Section 10.8(a)
or (b), VHS Holdco I, the Borrower, or such Assignor shall deliver to the Collateral Agent a
certificate signed by a senior officer of VHS Holdco I, the Borrower, or such Assignor stating
that the release of the respective Collateral is permitted pursuant to such Section 10.8(a) or
(b). At any time that VHS Holdco I, the Borrower, or the respective Assignor desires that a
Subsidiary of the Borrower which has been released from the Subsidiaries Guaranty be released
hereunder as provided in the last sentence of Section 10.8(b), it shall deliver to the Collateral
Agent a certificate signed by a principal executive officer of VHS Holdco I, the Borrower, or the
respective Assignor stating that the release of the respective Assignor (and its Collateral) is
permitted pursuant to such Section 10.8(b).




          (d) The Collateral Agent shall have no liability whatsoever to any other Secured Creditor as
the result of any release of Collateral by it in accordance with (or which the Collateral Agent in
the absence of gross negligence and willful misconduct (as determined by a court of competent
jurisdiction, in a final and non-appealable decision) believes to be in accordance with) this
Section 10.8.




          10.9. Counterparts. This Agreement may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto shall be lodged with each
Assignor and the Collateral Agent.




          10.10. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




          10.11. The Collateral Agent and the other Secured Creditors. The Collateral Agent
will hold in accordance with this Agreement all items of the Collateral at any time received under
this Agreement. It is expressly understood and agreed that the obligations of the Collateral Agent
as holder of the Collateral and interests therein and with respect to the disposition thereof, and
otherwise under this Agreement, are only those expressly set forth in this Agreement and in
Section 12 of the Credit Agreement. The Collateral Agent shall act hereunder on the terms and
conditions set forth herein and in Section 12 of the Credit Agreement.




          10.12. Benefit of Agreement. This Agreement shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of and be enforceable
by each of the parties hereto and its successors and assigns.




          10.13. Additional Assignors. It is understood and agreed that any Subsidiary
Guarantor that desires to become an Assignor hereunder, or is required to execute a counterpart of
this Agreement after the date hereof pursuant to the requirements of the Credit Agreement or any
other Credit Document, shall become an Assignor hereunder by executing a Joinder Agreement
substantially in the form of





-24-









 







Exhibit M to the Credit Agreement, (y) delivering supplements to Annexes A through I, inclusive,
hereto as are necessary to cause such Annexes to be complete and accurate with respect to such
additional Assignor on such date and (z) taking all actions as specified in this Agreement as would
have been taken by such Assignor had it been an original party to this Agreement, in each case with
all documents required above to be delivered to the Collateral Agent and with all documents and
actions required above to be taken to the reasonable satisfaction of the Collateral Agent.




*     *     *




-25-









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date first above written.



VANGUARD HEALTH HOLDING COMPANY I, LLC

VANGUARD HEALTH HOLDING COMPANY II, LLC

VANGUARD HOLDING COMPANY II, INC.

VHS ACQUISITION CORPORATION

VHS OF PHOENIX, INC.

VHS OUTPATIENT CLINICS, INC.

VHS OF ARROWHEAD, INC.

VHS OF SOUTH PHOENIX, INC.

VHS IMAGING CENTERS, INC.

VHS OF ANAHEIM, INC.

VHS OF ORANGE COUNTY, INC.

VHS HOLDING COMPANY, INC.

VHS OF HUNTINGTON BEACH, INC.

VHS OF ILLINOIS, INC.

VHS CHICAGO MARKET PROCUREMENT, LLC

BHS PHYSICIANS ALLIANCE FOR ACE, LLC

BAPTIST MEDICAL MANAGEMENT SERVICE

ORGANIZATION, LLC

MACNEAL HEALTH PROVIDERS, INC.

MACNEAL MANAGEMENT SERVICES, INC.

MACNEAL PHYSICIANS GROUP, LLC

PROS TEMPORARY STAFFING, INC.

WATERMARK PHYSICIAN SERVICES, INC.

VHS GENESIS LABS, INC.

VANGUARD HEALTH MANAGEMENT, INC.

VANGUARD HEALTH FINANCIAL COMPANY, LLC

VHS ACQUISITION SUBSIDIARY NUMBER 1, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 2, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 5, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 7, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 8, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 9, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 10, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 11, INC.

VHS ACQUISITION SUBSIDIARY NUMBER 12, INC.

HOSPITAL DEVELOPMENT OF WEST PHOENIX, INC.

HEALTHCARE COMPLIANCE, L.L.C., as Assignors




	 	 	 	 	 
	 	 	 
	 	By:  	                                      /s/ Phillip W. Roe
 	 
	 	 	Name:  	Phillip W. Roe 	 
	 	 	Title: Executive Vice President, Chief Financial
Officer & Treasurer


Duly authorized to sign on behalf of each of
the 

   foregoing entities 	 
	 



[Security Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	THE ANAHEIM VHS LIMITED PARTNERSHIP,

   as an Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	VHS of Anaheim, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip W. Roe
 

	 	 
	 

	 	 	 	Name: Phillip W. Roe	 	 
	 

	 	 	 	Title: Executive Vice President, Chief Financial Officer & Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE HUNTINGTON BEACH VHS LIMITED 
   PARTNERSHIP, as an Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	VHS of Huntington Beach, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip W. Roe	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Phillip W. Roe	 	 
	 

	 	 	 	Title: Executive Vice President, Chief Financial Officer & Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	VHS SAN ANTONIO
PARTNERS, LLC, 
   as an Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Vanguard Acquisition Subsidiary Number 5, Inc., its Managing Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip W. Roe	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Phillip W. Roe	 	 
	 

	 	 	 	Title: Executive Vice President, Chief Financial Officer & Treasurer	 	 






[Security Agreement]














 






	 	 	 	 	 	 	 
	 	 	THE VHS ARIZONA IMAGING CENTERS
   LIMITED PARTNERSHIP, as an Assignor

	 	 
	 

	 	By:
	 	VHS Imaging Centers, Inc., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip W. Roe	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Phillip W. Roe	 	 
	 

	 	 	 	Title: Executive Vice President, Chief Financial Officer & Treasurer	 	 






[Security Agreement]














 






	 	 	 	 	 
	Accepted and Agreed to:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	     as Administrative Agent

	 	 
	By:

	 	/s/ Charles Graber
 

	 	 
	 

	 	Title: vice President	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,	 	 
	     as Collateral Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Charles Graber
 

	 	 
	 

	 	Title: vice President	 	 





[Security Agreement]