exv10w2






Exhibit 10.2




EXECUTION VERSION




 





SECURITY AGREEMENT




By



BIOSCRIP, INC.,

as Borrower



and



THE GUARANTORS PARTY HERETO



and



JEFFERIES FINANCE LLC,

as Collateral Agent



Dated as of March 25, 2010



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page(s)	 
	ARTICLE I DEFINITIONS AND INTERPRETATION
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.1 Definitions
	 	 	2	 
	SECTION 1.2 Interpretation
	 	 	9	 
	SECTION 1.3 Resolution of Drafting Ambiguities
	 	 	9	 
	SECTION 1.4 Perfection Certificate
	 	 	9	 
	 
	 	 	 	 
	ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONS
	 	 	9	 
	 
	 	 	 	 
	SECTION 2.1 Grant of Security Interest
	 	 	9	 
	SECTION 2.2 Filings
	 	 	10	 
	 
	 	 	 	 
	ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL
	 	 	11	 
	 
	 	 	 	 
	SECTION 3.1 Delivery of Certificated Securities Collateral
	 	 	11	 
	SECTION 3.2 Perfection of Uncertificated Securities Collateral
	 	 	11	 
	SECTION 3.3 Financing Statements and Other Filings; Maintenance of Perfected
Security Interest
	 	 	12	 
	SECTION 3.4 Other Actions
	 	 	12	 
	SECTION 3.5 Joinder of Additional Guarantors
	 	 	16	 
	SECTION 3.6 Supplements; Further Assurances
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	17	 
	 
	 	 	 	 
	SECTION 4.1 Title
	 	 	17	 
	SECTION 4.2 Validity of Security Interest
	 	 	18	 
	SECTION 4.3 Defense of Claims; Transferability of Pledged Collateral
	 	 	18	 
	SECTION 4.4 Other Financing Statements
	 	 	18	 
	SECTION 4.5 Chief Executive Office; Change of Name; Jurisdiction of Organization, etc.
	 	 	18	 
	SECTION 4.6 Location of Inventory and Equipment
	 	 	19	 
	SECTION 4.7 Corporate Names; Prior Transactions
	 	 	19	 
	SECTION 4.8 Due Authorization and Issuance
	 	 	19	 
	SECTION 4.9 Consents, etc.
	 	 	20	 
	SECTION 4.10 Pledged Collateral
	 	 	20	 
	SECTION 4.11 Insurance
	 	 	20	 
	SECTION 4.12 Payment of Taxes; Compliance with Legal Requirements; Contesting
Liens; Charges
	 	 	20	 
	SECTION 4.13 Access to Pledged Collateral, Books and Records; Other Information
	 	 	20	 
	 
	 	 	 	 
	ARTICLE V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
	 	 	21	 
	 
	 	 	 	 
	SECTION 5.1 Pledge of Additional Securities Collateral
	 	 	21	 
	SECTION 5.2 Voting Rights; Distributions; etc.
	 	 	21	 
	SECTION 5.3 Default
	 	 	22	 






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	 	 	Page(s)	 
	SECTION 5.4 Certain Agreements of Pledgors as Issuers and Holders of Equity Interests
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
	 	 	23	 
	 
	 	 	 	 
	SECTION 6.1 Representations and Warranties
	 	 	23	 
	SECTION 6.2 Grant of License
	 	 	23	 
	SECTION 6.3 Registration
	 	 	23	 
	SECTION 6.4 No Violations or Proceedings
	 	 	23	 
	SECTION 6.5 Protection of Collateral Agent’s Security
	 	 	23	 
	SECTION 6.6 After-Acquired Property
	 	 	24	 
	SECTION 6.7 Litigation
	 	 	24	 
	SECTION 6.8 Intent-to-Use Trademark and Service Mark Applications.
	 	 	25	 
	 
	 	 	 	 
	ARTICLE VII CERTAIN PROVISIONS CONCERNING ACCOUNTS
	 	 	25	 
	 
	 	 	 	 
	SECTION 7.1 Special Representation and Warranties
	 	 	25	 
	SECTION 7.2 Maintenance of Records
	 	 	25	 
	SECTION 7.3 Legend
	 	 	26	 
	SECTION 7.4 Modification of Terms, etc.
	 	 	26	 
	SECTION 7.5 Collection
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VIII REMEDIES
	 	 	27	 
	 
	 	 	 	 
	SECTION 8.1 Remedies
	 	 	27	 
	SECTION 8.2 Notice of Sale
	 	 	28	 
	SECTION 8.3 Waiver of Notice and Claims; Other Waivers; Marshalling
	 	 	29	 
	SECTION 8.4 Standards for Exercising Rights and Remedies
	 	 	29	 
	SECTION 8.5 Certain Sales of Pledged Collateral
	 	 	30	 
	SECTION 8.6 No Waiver; Cumulative Remedies
	 	 	31	 
	SECTION 8.7 Certain Additional Actions Regarding Intellectual Property
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IX PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS; APPLICATION OF PROCEEDS
	 	 	32	 
	 
	 	 	 	 
	SECTION 9.1 Proceeds of Casualty Events and Collateral Dispositions
	 	 	32	 
	SECTION 9.2 Application of Proceeds
	 	 	32	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	32	 
	 
	 	 	 	 
	SECTION 10.1 Concerning Collateral Agent
	 	 	32	 
	SECTION 10.2 Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact
	 	 	33	 
	SECTION 10.3 Continuing Security Interest; Assignment
	 	 	34	 
	SECTION 10.4 Termination; Release
	 	 	34	 
	SECTION 10.5 Modification in Writing
	 	 	34	 
	SECTION 10.6 Notices
	 	 	35	 
	SECTION 10.7 Governing Law, Consent to Jurisdiction and Service of Process;
Waiver of Jury Trial
	 	 	35	 
	SECTION 10.8 Severability of Provisions
	 	 	36	 
	SECTION 10.9 Execution in Counterparts
	 	 	36	 






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	 	 	Page(s)	 
	SECTION 10.10 Business Days
	 	 	36	 
	SECTION 10.11 Waiver of Stay
	 	 	36	 
	SECTION 10.12 No Credit for Payment of Taxes or Imposition
	 	 	37	 
	SECTION 10.13 No Claims Against Collateral Agent
	 	 	37	 
	SECTION 10.14 No Release
	 	 	37	 
	SECTION 10.15 Overdue Amounts
	 	 	37	 
	SECTION 10.16 Obligations Absolute
	 	 	37	 






	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule 1

	 	Financing Statements and Intellectual Property Registrations
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit 1

	 	Issuer’s Acknowledgment
	Exhibit 2

	 	Securities Pledge Amendment
	Exhibit 3

	 	Joinder Agreement
	Exhibit 4

	 	Securities Account Control Agreement
	Exhibit 5

	 	Deposit Account Control Agreement
	Exhibit 6

	 	Copyright Security Agreement
	Exhibit 7

	 	Patent Security Agreement
	Exhibit 8

	 	Trademark Security Agreement
	Exhibit 9

	 	Lockbox Agreement






iii









 






SECURITY AGREEMENT




     This SECURITY AGREEMENT, dated as of March 25, 2010 (as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the provisions hereof, this
“Agreement”), made by BioScrip, Inc., a Delaware corporation (“Borrower”) and the
other guarantors from time to time party hereto by execution of this Agreement or otherwise by
execution of a Joinder Agreement (the “Guarantors”), as pledgors, assignors and debtors
(Borrower, together with the Guarantors, in such capacities and together with any successors in
such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Jefferies
Finance LLC, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter
defined), as pledgee, assignee and secured party (in such capacities and together with any
successors in such capacities, the “Collateral Agent”).



R E C I T A L S:




          A. Borrower, the subsidiary guarantors party thereto, the Collateral Agent and the lending
institutions and other entities party thereto (the “Lenders”) have entered into that
certain credit agreement, dated as of March 25, 2010 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”).




          B. The Guarantors have, pursuant to the Credit Agreement, unconditionally guaranteed the
Secured Obligations.




          C. Borrower and the Guarantors will receive substantial benefits from the execution, delivery
and performance of the Secured Obligations under the Credit Agreement and the other Loan Documents
and are, therefore, willing to enter into this Agreement.




          D. Each Pledgor is, or as to Pledged Collateral acquired by such Pledgor after the date hereof
will be, the legal and/or beneficial owner of the Pledged Collateral pledged by it hereunder.




          E. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of
the Secured Parties to secure the payment and performance of all of the Secured Obligations.




          F. It is a condition to the obligations of the Lenders to make the Loans under the Credit
Agreement and a condition to the Issuing Bank issuing Letters of Credit under the Credit Agreement
that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.




A G R E E M E N T:




     NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the
Collateral Agent hereby agree as follows:



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ARTICLE I




DEFINITIONS AND INTERPRETATION



     SECTION 1.1 Definitions.




     (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms
used herein that are defined in the UCC shall have the meanings assigned to them in the UCC.



     (b) Terms used but not otherwise defined herein that are defined in the Credit
Agreement shall have the meanings given to them in the Credit Agreement.



     (c) The following terms shall have the following meanings:



     “Account Debtor” shall mean any person who may become obligated to any Pledgor under,
with respect to, or on account of, an Account, Chattel Paper or any General Intangible (including a
payment intangible).



     “Accounts” shall mean all “accounts,” as such term is defined in the UCC, now owned or
hereafter acquired by any Pledgor, including (i) all accounts receivable, including accounts
receivable pursuant to Reimbursement Approvals, other receivables, book debts and other forms of
obligations (other than forms of obligations evidenced by Chattel Paper or Instruments) (including
any such obligations that may be characterized as an account or contract right under the UCC), (ii)
all of each Pledgor’s rights in, to and under all purchase orders or receipts for goods or
services, (iii) all of each Pledgor’s rights to any goods represented by any of the foregoing
(including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and
rights to returned, reclaimed or repossessed goods), (iv) all rights to payment due to any Pledgor
for property sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance
issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided
or to be provided, for the use or hire of a vessel under a charter or other contract, arising out
of the use of a credit card or charge card, or for services rendered or to be rendered by any
Pledgor or in connection with any other transaction (whether or not yet earned by performance on
the part of any Pledgor) and (v) all collateral security of any kind, now or hereafter in
existence, given by any Account Debtor or other person with respect to any of the foregoing.



     “Acquisition Document Rights” shall mean, with respect to each Pledgor, collectively,
all of such Pledgor’s rights, title and interest in, to and under the Acquisition Documents,
including (i) all rights and remedies relating to monetary damages, including indemnification
rights and remedies, and claims for damages or other relief pursuant to or in respect of the
Acquisition Documents, (ii) all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for monetary damages under or in respect of the
agreements, documents and instruments referred to in the Acquisition Documents or related thereto
and (iii) all proceeds, collections, recoveries and rights of subrogation with respect to the
foregoing.



     “Additional Pledged Interests” shall mean, collectively, with respect to each Pledgor,
(i) all options, warrants, rights, agreements, additional membership, partnership or other equity
interests of whatever class of any issuer of Initial Pledged Interests or any interest in any such
issuer, together with all rights, privileges, authority and powers of such Pledgor relating to such
interests in each such issuer or under any Organizational Document of any such issuer, and the
certificates, instruments and agreements representing such membership, partnership or other
interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such membership,
partnership or other equity interests from time to time acquired by such Pledgor in any manner and
(ii) all membership,



2









 




partnership or other equity interests, as applicable, of each limited
liability company, partnership or other entity (other than a corporation) hereafter acquired or
formed by such Pledgor and all options, warrants, rights, agreements, additional membership,
partnership or other equity interests of whatever class of such limited liability company,
partnership or other entity, together with all rights, privileges, authority and powers of such
Pledgor relating to such interests or under any Organizational Document of any such issuer, and the
certificates, instruments and agreements representing such membership, partnership or other equity
interests and any and all interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests, from time to time
acquired by such Pledgor in any manner.




     “Additional Pledged Shares” shall mean, collectively, with respect to each Pledgor,
(i) all options, warrants, rights, Equity Interests, agreements, additional shares of capital stock
of whatever class of any issuer of the Initial Pledged Shares or any other equity interest in any
such issuer, together with all rights, privileges, authority and powers of such Pledgor relating to
such interests issued by any such issuer under any Organizational Document of any such issuer, and
the certificates, instruments and agreements representing such interests and any and all interest
of such Pledgor in the entries on the books of any financial intermediary pertaining to such
interests, from time to time acquired by such Pledgor in any manner and (ii) all the issued and
outstanding shares of capital stock of each corporation hereafter acquired or formed by such
Pledgor and all options, warrants, rights, agreements or additional shares of capital stock of
whatever class of such corporation, together with all rights, privileges, authority and powers of
such Pledgor relating to such shares or under any Organizational Document of such corporation, and
the certificates, instruments and agreements representing such shares and any and all interest of
such Pledgor in the entries on the books of any financial intermediary pertaining to such shares,
from time to time acquired by such Pledgor in any manner.



     “Agreement” shall have the meaning assigned to such term in the preamble hereof.



     “Bailee Letter” shall have the meaning assigned to such term in Section
3.4(i).



     “Borrower” shall have the meaning assigned to such term in the preamble hereof.



     “Charges” shall mean any and all property and other taxes, assessments and special
assessments, levies, fees and all governmental charges imposed upon or assessed against, and all
claims (including any landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’,
materialmen’s, suppliers’ and warehousemen’s Liens and other charges arising by operation of law)
against, all or any portion of the Pledged Collateral.



     “Collateral Account” shall mean a collateral account or sub-account established and
maintained in accordance with the provisions of Section 9.01 of the Credit Agreement and all
property from time to time on deposit in the Collateral Account.



     “Commercial Motor Vehicles” shall mean motor vehicles used primarily for commercial
purposes.



     “Commodity Account Control Agreement” shall mean a commodity account control agreement
in a form that is reasonably satisfactory to the Collateral Agent.



     “Contracts” shall mean, collectively, with respect to each Pledgor, all sale, service,
performance, equipment or property lease contracts, agreements and grants and all other contracts,
agreements or grants (in each case, whether written or oral, or third party or intercompany), to
which such Pledgor is a party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements
or modifications thereof.



3









 





     “Control” shall mean (i) in the case of each Deposit Account, “control,” as such term
is defined in Section 9-104 of the UCC, and (ii) in the case of any Security Entitlement,
“control,” as such term is defined in Section 8-106 of the UCC and (iii) in the case of any
Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.



     “Control Agreements” shall mean, collectively, the Deposit Account Control
Agreement(s), the Lockbox Agreements, the Securities Account Control Agreement(s) and the Commodity
Account Control Agreement(s).



     “Copyright Security Agreement” shall mean an agreement substantially in the form
annexed hereto as Exhibit 6.



     “Copyrights” shall mean, collectively, with respect to each Pledgor, all works of
authorship (whether protected by statutory or common law copyright, whether established or
registered in the United States or any other country or any political subdivision thereof, whether
registered or unregistered and whether published or unpublished), and all copyright registrations
and applications made by such Pledgor, in each case, whether now owned or hereafter created or
acquired by such Pledgor, including the copyrights, registrations and applications listed on
Schedule 14(c) to the Perfection Certificate, together with any and all (i) rights and privileges
arising under applicable Legal Requirements with respect to such Pledgor’s use of such copyrights,
(ii) renewals and extensions thereof, (iii) income, fees, royalties, damages, claims and payments
now or hereafter due and/or payable with respect thereto, including damages and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto throughout the world and
(v) rights to sue for past, present or future infringements thereof.



     “Credit Agreement” shall have the meaning assigned to such term in the recitals
hereof.



     “Deposit Account Control Agreement” shall mean an agreement substantially in the form
annexed hereto as Exhibit 5 or such other form that is reasonably satisfactory to the
Collateral Agent.



     “Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all
“deposit accounts” as such term is defined in the UCC and in any event shall include the Collateral
Account, each Lockbox Account and all accounts and sub-accounts relating to any of the foregoing
accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in
any of the accounts or sub-accounts described in clause (i) of this definition.



     “Distributions” shall mean, collectively, with respect to each Pledgor, all dividends,
cash, options, warrants, rights, instruments, distributions, returns of capital or principal,
income, interest, profits and other property, interests (debt or equity) or proceeds, including as
a result of a split, revision, reclassification or other like change of the Pledged Securities,
from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in
exchange for any or all of the Pledged Securities or Intercompany Notes.



     “Excluded Property” shall mean (A) any lease, license, contract, property rights or
agreement to which any Pledgor is a party or any of its rights or interests thereunder if and for
so long as the grant of such security interest shall constitute or result in (i) the abandonment,
invalidation or unenforceability of any right, title or interest of any Pledgor therein or (ii) in
a breach or termination pursuant to the terms of, or a default under, any such lease, license,
contract property rights or agreement (other than to the extent that any such term would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable Legal Requirement or
principles of equity), provided, however, that such security interest shall
attach immediately and automatically at such time as the condition causing such abandonment,
invalidation or unenforceability shall be remedied and, to the extent severable, shall attach
immediately to any portion of



4









 




such lease, license, contract, property rights or agreement that does
not result in any of the consequences specified in (i) or (ii) including any Proceeds of such
lease, license, contract, property rights or agreement; (B) to the extent applicable, Pledged
Interests, Pledged Shares and Successor Interests to the extent such Pledged Interests, Pledged
Securities and Successor Interests are not required to be pledged as Pledged Collateral pursuant to
Section 5.12(a) or (b) of the Credit Agreement; (C) the Deposit Accounts described in Section
3.4(c) as being excluded from the operation thereof; or (D) to the extent provided in Section
5.11(b) of the Credit Agreement in respect of Equity Interests in certain Foreign Subsidiaries.




     “General Intangibles” shall mean, collectively, with respect to each Pledgor, all
“general intangibles,” as such term is defined in the UCC, now owned or hereafter acquired by such
Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in,
to and under all insurance policies and coverages and Contracts, (ii) all know-how and warranties
relating to any of the Pledged Collateral or any of the Mortgaged Property (if any), (iii) any and
all other rights, claims, choses-in-action and causes of action of such Pledgor against any other
person and the benefits of any and all collateral or other security given by any other person in
connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the
Pledged Collateral or any of the Mortgaged Property (if any), (v) all lists, books, records,
correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes
and other papers or materials containing information relating to any of the Pledged Collateral or
any of the Mortgaged Property (if any), including all customer or tenant lists, identification of
suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded
knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing
standards, performance standards, catalogs, research data, computer and automatic machinery
software and programs and the like, field repair data, accounting information pertaining to such
Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property (if any) and
all media in which or on which any of the information or knowledge or data or records may be
recorded or stored and all computer programs used for the compilation or printout of such
information, knowledge, records or data, (vi) to the extent such Pledgor’s rights, title and
interests therein may be assigned pursuant hereto, all Accreditations, Permits, Reimbursement
Approvals, Licenses, and all other licenses, consents, permits, variances, certifications,
authorizations and approvals, however characterized, of any Governmental Authority (or any person
acting on behalf of a Governmental Authority) now or hereafter acquired or held by such Pledgor
pertaining to operations now or hereafter conducted by such Pledgor or any of the Pledged
Collateral or any of the Mortgaged Property (if any) including building permits, certificates of
occupancy, environmental certificates, industrial permits or licenses and certificates of
operation, and (vii) all rights to reserves, payment intangibles, deferred payments, deposits,
refunds or indemnification claims to the extent the foregoing relate to any Pledged Collateral or
any Mortgaged Property (if any) and claims for tax or other refunds against any Governmental
Authority relating to any Pledged Collateral or any of the Mortgaged Property (if any).



     “Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill
connected with such Pledgor’s business including (i) all goodwill connected with the use of and
symbolized by any Intellectual Property Collateral in which such Pledgor has any interest, (ii) all
know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods,
plans, policies, procedures, formulae, descriptions, compositions, technical data, drawings,
specifications, name plates, catalogs, confidential information and the right to limit the use or
disclosure thereof by any person, pricing and cost information, business and marketing plans and
proposals, consulting agreements, engineering contracts and such other assets which relate to such
goodwill and (iii) all product lines of such Pledgor’s business.



     “Guarantors” shall have the meaning assigned to such term in the preamble hereof.



     “Initial Pledged Interests” shall mean, with respect to each Pledgor, all membership,
partnership or other Equity Interests (other than in a corporation), as applicable, of each issuer
described in Schedule 11 to the Perfection Certificate, together with all rights, privileges,
authority and powers of



5









 




such Pledgor in and to each such issuer or under any Organizational
Document of each such issuer, and the certificates, instruments and agreements representing such
membership, partnership or other interests and any and all interest of such Pledgor in the entries
on the books of any financial intermediary pertaining to such membership, partnership or other
interests.




     “Initial Pledged Shares” shall mean, collectively, with respect to each Pledgor, the
issued and outstanding shares of capital stock of each issuer that is a corporation described in
Schedule 11 to the Perfection Certificate, together with all rights, privileges, authority and
powers of such Pledgor relating to such interests in each such issuer or under any Organizational
Document of each such issuer, and the certificates, instruments and agreements representing such
shares of capital stock and any and all interest of such Pledgor in the entries on the books of any
financial intermediary pertaining to the Initial Pledged Shares.



     “Instruments” shall mean, collectively, with respect to each Pledgor, all
“instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall
include all promissory notes, drafts, bills of exchange or acceptances.



     “Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks,
Copyrights, Licenses and Goodwill.



     “Intercompany Notes” shall mean, with respect to each Pledgor, the Intercompany Note
and all intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or
agreements evidencing the Intercompany Note and such intercompany notes, and all assignments,
amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof
to the extent permitted pursuant to the terms hereof.



     “Investment Property” shall mean a security, whether certificated or uncertificated,
Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding,
however, the Securities Collateral.



     “Joinder Agreement” shall mean an agreement substantially in the form annexed hereto
as Exhibit 3.



     “Lenders” shall have the meaning assigned to such term in the recitals hereto.



     “Licenses” shall mean, collectively, with respect to each Pledgor, all license and
distribution agreements with, and covenants not to sue, any other party with respect to any Patent,
Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a
licensor or licensee, distributor or distributee under any such license or distribution agreement,
together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii)
income, fees, royalties, damages, claims and payments now and hereafter due and/or payable
thereunder and with respect thereto including damages and payments for past, present or future
infringements or violations thereof, (iii) rights to sue for past, present and future infringements
or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents,
Trademarks or Copyrights or any other patent, trademark or copyright.



     “Lockbox Accounts” shall mean, collectively, with respect to each Pledgor, (i) each
lockbox or other collection account or any other Deposit Account and all accounts and sub-accounts
relating to any of the foregoing accounts, in each case into which any Accounts payable by
Medicare/Medicaid Account Debtors are held or have been deposited and (ii) all cash, funds, checks, notes and
instruments from time to time on deposit in any of the accounts or sub-accounts described in clause
(i) of this definition.



6









 






     “Lockbox Agreement” shall mean an agreement substantially in the form annexed hereto
as Exhibit 9 or such other form that is reasonably satisfactory to the Collateral Agent.



     “Medicaid/Medicare Account Debtor” shall mean any Account Debtor which is (i) the
United States of America acting under the Medicaid or Medicare program adopted pursuant to Title
XVIII or Title XIX of the Social Security Act or any other federal healthcare program, including
TRICARE/CHAMPUS and the Veteran’s Administration, (ii) any state or the District of Columbia acting
pursuant to a Medicaid program adopted pursuant to Title XIX of the Social Security Act or any
other state health care program or (iii) any agent, carrier, administrator or intermediary for any
of the foregoing.



     “Mortgaged Property” shall have the meaning assigned to such term in any Mortgages (if
any).



     “Organizational Documents” shall mean, with respect to any person, (i) in the case of
any corporation, the certificate or articles of incorporation and by-laws (or similar documents) of
such person, (ii) in the case of any limited liability company, the certificate of formation and
operating agreement (or similar documents) of such person, (iii) in the case of any limited
partnership, the certificate of formation and limited partnership agreement (or similar documents)
of such person, (iv) in the case of any general partnership, the partnership agreement (or similar
document) of such person, (v) in any other case, the functional equivalent of the foregoing and
(vi) any shareholder, voting trust or similar agreement between or among any holder of Equity
Interests of such person.



     “Patent Security Agreement” shall mean an agreement substantially in the form annexed
hereto as Exhibit 7.



     “Patents” shall mean, collectively, with respect to each Pledgor, all patents owned
by, and all patent applications and registrations made by, such Pledgor (whether established or
registered or recorded in the United States or any other country or any political subdivision
thereof), including those listed on Schedule 14(a) to the Perfection Certificate, together with any
and all (i) rights and privileges arising under applicable Legal Requirements with respect to such
Pledgor’s use of any patents, (ii) inventions and improvements described and charged therein, (iii)
reissues, divisions, continuations, renewals, extensions and continuations in part thereof, (iv)
income, fees, royalties, damages, claims and payments now or hereafter due and/or payable
thereunder and with respect thereto including damages and payments for past, present or future
infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue
for past, present or future infringements thereof.



     “Payroll Account” shall mean any Deposit Account of a Pledgor that is used by such
Pledgor solely as a payroll account for the employees of such Pledgor; provided that, at no time,
shall the aggregate amount contained in any such account exceed the total amount of payroll payable
to such employees by such Pledgor within the immediately succeeding 30 days.



     “Perfection Certificate” shall mean that certain perfection certificate dated the date
hereof, executed and delivered by each Pledgor (or Pledgors) party thereto in favor of the
Collateral Agent for the benefit of the Secured Parties, and each other Perfection Certificate
(which shall be in form and substance reasonably acceptable to the Collateral Agent) executed and
delivered by the applicable Pledgor in favor of the Collateral Agent for the benefit of the Secured
Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in
accordance with Section 3.5, in each case, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time by a Perfection Certificate
Supplement or otherwise in accordance with the Credit Agreement.



     “Pledged Collateral” shall have the meaning assigned to such term in Section
2.1.



7









 





     “Pledged Interests” shall mean, collectively, the Initial Pledged Interests and the
Additional Pledged Interests.



     “Pledged Securities” shall mean, collectively, the Pledged Interests, the Pledged
Shares and the Successor Interests.



     “Pledged Shares” shall mean, collectively, the Initial Pledged Shares and the
Additional Pledged Shares.



     “Pledgor” shall have the meaning assigned to such term in the preamble hereof.



     “Secured Obligations” shall mean (i) in the case of Borrower, the Obligations (as
defined in the Credit Agreement) and (ii) in the case of any Pledgor (other than Borrower), the
Guaranteed Obligations.



     “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral
Agent, each other Agent, the Lenders and each party to a Hedging Agreement relating to the Loans if
at the date of entering into such Hedging Agreement such person was an Agent or a Lender or an
Affiliate of an Agent or a Lender and such person executes and delivers to the Collateral Agent a
letter agreement in form and substance reasonably acceptable to the Collateral Agent pursuant to
which such person (i) appoints the Collateral Agent, Collateral Manager and the Administrative
Agent as its agents under the applicable Loan Documents and (ii) agrees to be bound by the
provisions of Sections 10.03 and 10.09 of the Credit Agreement.



     “Securities Account Control Agreement” shall mean an agreement substantially in the
form annexed hereto as Exhibit 4 or such other form that is reasonably satisfactory to the
Collateral Agent.



     “Securities Collateral” shall mean, collectively, the Pledged Securities, the
Intercompany Notes and the Distributions.



     “Securities Pledge Amendment” shall mean an agreement substantially in the form
annexed hereto as Exhibit 2.



     “Successor Interests” shall mean, collectively, with respect to each Pledgor, all
shares of each class of the capital stock of the successor corporation or interests or certificates
of the successor limited liability company, partnership or other entity owned by such Pledgor
(unless such successor is such Pledgor itself) formed by or resulting from any consolidation or
merger in which any person listed on Schedule 1(a) to the Perfection Certificate is not the
surviving entity.



     “Trademark Security Agreement” shall mean an agreement substantially in the form
annexed hereto as Exhibit 8.



     “Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks
(including service marks), slogans, logos, certification marks, trade dress, uniform resource
locations (URL’s), domain names, corporate names and trade names, whether registered or
unregistered, owned by such Pledgor and all registrations and applications for the foregoing
(whether statutory or common law and whether established or registered in the United States or any
other country or any political subdivision thereof), including those listed on Schedule 14(b) to
the Perfection Certificate together with any and all (i) rights and privileges arising under
applicable Legal Requirements with respect to such Pledgor’s use of any trademarks, (ii) goodwill
associated therewith, (iii) renewals thereof, (iv) income, fees, royalties, damages and payments
now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (v)
rights



8









 




corresponding thereto throughout the world and (vi) rights to sue for past, present and
future infringements thereof.




     “UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the
State of New York; provided, however, that if by reason of mandatory provisions of applicable Legal
Requirements, any or all of the attachment, perfection or priority of the Collateral Agent’s and
the other Secured Parties’ security interest in any item or portion of the Pledged Collateral is
governed by the Uniform Commercial Code in a jurisdiction other than the State of New York, the
term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for
purposes of the provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions relating to such provisions.


     SECTION 1.2 Interpretation. The rules of interpretation specified in the Credit
Agreement (including Section 1.03 thereof) shall be applicable to this Agreement.



     SECTION 1.3 Resolution of Drafting Ambiguities. Each Pledgor acknowledges and
agrees that it was represented by counsel in connection with the execution and delivery hereof,
that it and its counsel reviewed and participated in the preparation and negotiation hereof and
that any rule of construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.



     SECTION 1.4 Perfection Certificate. The Perfection Certificate and all
descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at
all times remain a part of this Agreement.




ARTICLE II




GRANT OF SECURITY AND SECURED OBLIGATIONS



     SECTION 2.1 Grant of Security Interest. As collateral security for the payment
and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to
the Collateral Agent for the ratable benefit of the Secured Parties, a lien on and security
interest in and to all of the right, title and interest of such Pledgor in, to and under the
following property, wherever located, whether now existing or hereafter arising or acquired from
time to time (collectively, the “Pledged Collateral”):




          (i) all Accounts;




          (ii) all Equipment (including Commercial Motor Vehicles), Goods, Inventory and
Fixtures;




          (iii) all Documents, Instruments and Chattel Paper;




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




          (v) all Securities Collateral;




          (vi) all Investment Property;




          (vii) all Intellectual Property Collateral;




9











 






          (viii) the Commercial Tort Claims described on Schedule 15 to the Perfection
Certificate;




          (ix) all General Intangibles;




          (x) all Deposit Accounts;




          (xi) all Money;




          (xii) all Acquisition Documents and Acquisition Document Rights;




          (xiii) all Supporting Obligations;




          (xiv) all books and records pertaining to the Pledged Collateral;




          (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, choses in
action and all other personal property of such Pledgor, whether tangible or intangible; and




          (xvi) all Proceeds and products of each of the foregoing and all accessions to,
substitutions and replacements for, and rents, profits and products of, each of the
foregoing, and any and all Proceeds of any insurance, indemnity, warranty or guaranty
payable to such Pledgor from time to time with respect to any of the foregoing.


Notwithstanding anything to the contrary contained in clauses (i) through (xvi) above, the security
interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not
include, any Excluded Property. In addition, (i) the Pledgors shall from time to time at the
reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying
in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other
information regarding the Excluded Property as the Collateral Agent may reasonably request, and
(ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document
creating, governing or providing for any permit, lease or license, a provision that would prohibit
the creation of a Lien on such permit, lease or license in favor of the Collateral Agent unless (x)
no Event of Default has occurred and is continuing and (y) such Pledgor believes, in its reasonable
judgment, that such prohibition is usual and customary in transactions of such type.




     SECTION 2.2 Filings.



     (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and
from time to time to file in any relevant jurisdiction any initial financing statements (including
fixture filings), continuation statements and amendments thereto that contain the information
required by Article 9 of the UCC of each applicable jurisdiction for the filing of any financing
statement, continuation statement or amendment relating to the Pledged Collateral, including (i)
whether such Pledgor is an organization, the type of organization and any organizational
identification number issued to such Pledgor, and (ii) in the case of a financing statement filed
as a fixture filing or covering Pledged Collateral constituting minerals or the like to be
extracted or timber to be cut, a sufficient description of the real property to which such Pledged
Collateral relates. Each Pledgor agrees to provide all information described in the immediately
preceding sentence to the Collateral Agent promptly upon request. Such financing statements may
describe the collateral in the same manner as described herein or may contain a description of
collateral that describes such
property in any other manner as the Collateral Agent may determine,
in its sole but reasonable discretion, is necessary, advisable or prudent to ensure the perfection
or priority of the security
interest in the collateral granted to the Collateral Agent in connection herewith, including,
describing such



10









 




property as “all assets whether now owned or hereafter acquired” or “all personal
property whether now owned or hereafter acquired” (regardless of whether any particular asset
comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC).




     (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file
in any relevant jurisdiction any initial financing statements or amendments thereto relating to the
Pledged Collateral if filed prior to the date hereof.



     (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with
the United States Patent and Trademark Office or United States Copyright Office (or any successor
office or any similar office in any other country), including this Agreement, the Copyright
Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other
documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge
and security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and
naming such Pledgor, as debtor, and the Collateral Agent, as secured party.



ARTICLE III




PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL



     SECTION 3.1 Delivery of Certificated Securities Collateral. Each Pledgor
represents and warrants that all certificates, agreements or instruments representing or evidencing
the Securities Collateral in existence on the date hereof have been delivered to the Collateral
Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of
transfer or assignment in blank and that the Collateral Agent has a valid, enforceable, perfected
first priority security interest therein (subject to Permitted Liens). Each Pledgor hereby agrees
that all certificates, agreements or instruments representing or evidencing Securities Collateral
acquired by such Pledgor after the date hereof shall promptly (and in any event within 5 Business
Days) upon receipt thereof by such Pledgor be delivered to and held by or on behalf of the
Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form
for transfer by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent.
The Collateral Agent shall have the right, at any time upon the occurrence and during the
continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in
the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of
the Securities Collateral, without any indication that such Securities Collateral is subject to the
security interest hereunder. In addition, the Collateral Agent shall have the right at any time in
its reasonable discretion to exchange certificates representing or evidencing Securities Collateral
for certificates of smaller or larger denominations.



     SECTION 3.2 Perfection of Uncertificated Securities Collateral. Each Pledgor
represents and warrants that the Collateral Agent has a valid, enforceable, perfected first
priority security interest (subject to Permitted Liens) in all uncertificated Pledged Securities
pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that
if any issuer of Pledged Securities is organized in a jurisdiction that does not permit the use of
certificates to evidence equity ownership or any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, (i) if necessary to
perfect a first priority security interest (subject to Permitted Liens) in such Pledged Securities,
cause such pledge to be recorded on the equityholder register or the books of the issuer, cause the
issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such
Pledged Securities substantially in the form of Exhibit 1 annexed hereto, execute any
customary
pledge forms or other documents necessary or appropriate to complete the pledge and give the
Collateral



11









 




Agent the right to transfer such Pledged Securities under the terms hereof and, upon the
Collateral Agent’s reasonable request, provide to the Collateral Agent an opinion of counsel, in
form and substance reasonably satisfactory to the Collateral Agent, confirming such pledge and
perfection thereof and (ii) to the extent permitted by applicable Legal Requirements, cause such
Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with
the provisions of Section 3.1.




     SECTION 3.3 Financing Statements and Other Filings; Maintenance of Perfected Security
Interest. Each Pledgor represents and warrants that the only filings, registrations and
recordings necessary to perfect the security interest granted by each Pledgor to the Collateral
Agent in respect of the Pledged Collateral (to the extent that a security interest therein may be
perfected by filing a financing statement or filing the Security Agreement or a short form thereof
with the United States Copyright Office or the United States Patent and Trademark Office) are
listed on Schedule 1 hereto. All such filings, registrations and recordings have been
delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly
executed form for filing in each applicable governmental, municipal or other office specified in
Schedule 1 hereto. Each Pledgor agrees that at the sole cost and expense of the Pledgors,
(i) such Pledgor will maintain the security interest created by this Agreement in the Pledged
Collateral as a valid, enforceable, perfected first priority security interest (subject to
Permitted Liens) and shall defend such security interest against the claims and demands of all
persons, (ii) such Pledgor shall furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Pledged Collateral and such other reports in
connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in
reasonable detail and (iii) at any time and from time to time, upon the written request of the
Collateral Agent, such Pledgor shall promptly and duly execute and deliver, and file and have
recorded, such further instruments and documents and take such further action as the Collateral
Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this
Agreement and the rights and powers herein granted, including (x) the filing of any financing
statements and amendments thereof, continuation statements and other documents (including this
Agreement) under the UCC (or other similar laws) in effect in any jurisdiction with respect to the
security interest created hereby and (y) the execution and delivery of Control Agreements, all in
form reasonably satisfactory to the Collateral Agent and in such offices (including the United
States Patent and Trademark Office and the United States Copyright Office) wherever required by
applicable Legal Requirements to perfect (to the extent a security interest in such Pledged
Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid,
enforceable, first priority security interest (subject to Permitted Liens) in the Pledged
Collateral as provided herein and to preserve the other rights and interests granted to the
Collateral Agent hereunder, as against third parties, with respect to the Pledged Collateral.



     SECTION 3.4 Other Actions. In order to further ensure the attachment, perfection
and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s
security interest in the Pledged Collateral, each Pledgor represents and warrants and covenants as
follows, in each case at such Pledgor’s own expense, to take the following actions with respect to
the following Pledged Collateral:



     (a) Instruments and Tangible Chattel Paper. As of the date hereof, each
Pledgor hereby represents and warrants that (i) no amounts individually or in the aggregate in
excess of $250,000 payable under or in connection with any of the Pledged Collateral are evidenced
by any Instrument or Tangible Chattel Paper other than the Intercompany Note and the Instruments
and Tangible Chattel Paper listed on Schedule 12 to the Perfection Certificate, (ii) the
Intercompany Note has been properly assigned and delivered to the Collateral Agent, accompanied by
an endorsement to the Intercompany Note in the form attached thereto duly executed in blank by each
Pledgor and (iii) each such Instrument and each such item of Tangible Chattel Paper individually or
in the aggregate in excess of $250,000 has been properly endorsed, assigned and delivered to the
Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If
any amount, individually or in the aggregate, in excess of $250,000
then payable under or in connection with any of the Pledged Collateral shall be evidenced by
any



12









 




Instrument or Tangible Chattel Paper, the Pledgor acquiring such Instrument or Tangible Chattel
Paper shall promptly (and in any event within 5 Business Days) endorse, assign and deliver the same
to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in
blank as the Collateral Agent may from time to time reasonably request; provided, however, that so
long as no Event of Default has occurred and is continuing, upon written request by such Pledgor,
the Collateral Agent shall promptly (and in any event within 5 Business Days) return such
Instrument (other than the Intercompany Note) or Tangible Chattel Paper to such Pledgor from time
to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.




     (b) Deposit Accounts. Each Pledgor hereby represents and warrants that (i)
as of the date hereof, each Pledgor has neither opened nor maintains any Deposit Accounts (x) in
which the Pledgors customarily maintain in excess of $100,000, individually or in the aggregate,
other than the Deposit Accounts listed on Schedule 16(a) to the Perfection Certificate, or (y) into
which Accounts payable by Medicare/Medicaid Account Debtors are held or have been deposited, other
than the Deposit Accounts listed on Schedule 16(b) to the Perfection Certificate, (ii) within the
time period specified in Section 5.15(a) of the Credit Agreement, each applicable Pledgor and the
relevant Bank(s) shall execute and deliver, with respect to Deposit Accounts other than Lockbox
Accounts and Payroll Accounts, a Deposit Account Control Agreement with respect to each of the
Deposit Accounts listed on Schedule 16(a) to the Perfection Certificate or the Pledgors shall close
such accounts, (iii) within the time period specified in Section 5.15(a) of the Credit Agreement,
the Collateral Agent shall have a valid, enforceable, perfected first priority security interest
(subject to Permitted Liens) in such Deposit Accounts by Control, (iv) within the time period
specified in Section 5.15(c) of the Credit Agreement, each applicable Pledgor and the relevant
Banks shall execute and deliver a Lockbox Agreement with respect to each of the Lockbox Accounts
listed on Schedule 16(b) to the Perfection Certificate or the Pledgors shall close such accounts,
(v) within the time period specified in Section 5.15(c) of the Credit Agreement, the Collateral
Agent shall have a valid, perfected first priority security interest in such Lockbox Accounts by
dominion and control (subject only to non-consensual Permitted Liens arising by operation of
applicable Legal Requirements and which are entitled, by operation of such Legal Requirements, to
priority over the Collateral Agent’s security interest therein), (vi) within the time period
specified in Section 5.15(c) of the Credit Agreement, the Collateral Agent’s security interest in
such Lockbox Accounts shall become and shall remain enforceable, subject only to the Collateral
Agent obtaining the consent of the applicable Medicare/Medicaid Account Debtor, compliance with
applicable Health Care Laws, or obtaining an Order from a court of competent jurisdiction
recognizing and permitting the enforcement of such security interest and (vii) as of the date
hereof, the funds contained in each Lockbox Account are either required under the terms of a
lockbox agreement to be, or in fact are, transferred to a Deposit Account maintained by a Pledgor
within one Business Day following receipt of such funds in the Lockbox Account subject to such
lockbox agreement.



     (c) No Pledgor shall hereafter establish and maintain any Deposit Account (including
any Lockbox Account) unless (1) the applicable Pledgor shall have given the Collateral Agent five
Business Days’ prior written notice of its intention to establish such new Deposit Account with a
bank or other financial institution, (2) such Bank shall be reasonably acceptable to the Collateral
Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Collateral
Agent a Deposit Account Control Agreement (or an amendment to an existing Deposit Account Control
Agreement) with respect to such Deposit Account or, in the case of a Lockbox Account, a Lockbox
Agreement (or an amendment to any existing Lockbox Agreement) with respect to such Lockbox Account.
The Collateral Agent shall not give any instructions directing the disposition of funds from time
to time credited to any Deposit Account or withhold any withdrawal rights from such Pledgor with
respect to funds from time to time credited to any Deposit Account unless an Event of Default has
occurred and is continuing or, after giving effect to any withdrawal, would occur. The provisions
of this Section 3.4(c) shall not apply to (i) the Collateral
Account, to any Payroll Accounts or to any other Deposit Accounts for which the Collateral
Agent is the



13









 




Bank or (ii) any other Deposit Account in which the Pledgors customarily maintain less
than $25,000, individually or in the aggregate (with respect to any Financial Institution) (other
than any Lockbox Account). Notwithstanding the foregoing, instructions directing the disposition
of funds from time to time in a Lockbox Account shall be provided by the applicable Pledgor or
Borrower as, and to the extent, permitted pursuant to the applicable Lockbox Agreement. No Pledgor
has granted or shall grant Control of any Deposit Account (including any Payroll Account) to any
person other than the Collateral Agent.




     (d) Special Provisions Regarding Accounts Payable by Medicare/Medicaid Account
Debtors; Lockbox Accounts; Lockbox Agreements. Each Pledgor shall maintain, in its name and at
its expense, one or more Lockbox Accounts with one or more Banks reasonably acceptable to the
Collateral Agent (each, a “Lockbox Bank”), and shall execute with each Lockbox Bank one or
more Lockbox Agreements reasonably acceptable to the Collateral Agent, and such other agreements
related thereto as the Collateral Agent may reasonably require. Each Pledgor shall ensure that all
collections of its respective Accounts payable by Medicare/Medicaid Account Debtors are paid and
delivered directly from Medicare/Medicaid Account Debtors into the appropriate Lockbox Account in
accordance with the applicable Lockbox Agreement, and shall complete and submit to the applicable
Medicare/Medicaid Account Debtors all necessary Form CMS-588 or other forms or instructions
required in order to accomplish the foregoing (the “Electronic Funds Transfer
Instruction”). The Lockbox Agreements shall provide that the Lockbox Banks shall, and the
Pledgors shall cause the Lockbox Banks to, transfer all funds paid into the Lockbox Accounts into
one or more Deposit Accounts, at such Bank or Banks as the Collateral Agent may communicate to
Borrower from time to time (each, a “Concentration Account”), as instructed by the
applicable Pledgor to whom such Accounts are payable as, and to the extent, permitted or required
pursuant to the applicable Lockbox Agreement. To the extent that any Accounts payable by
Medicare/Medicaid Account Debtors are collected by any Pledgor are not sent directly to the
appropriate Lockbox Account but are received by any Pledgor or any of its Affiliates, such
collections and proceeds shall be held in trust for the benefit of the Collateral Agent and
immediately remitted, in the form received, to the appropriate Lockbox Account for immediate
transfer to the applicable Concentration Account. No Pledgor shall instruct or authorize any
Medicare/Medicaid Account Debtor to deposit amounts payable by such Medicare/Medicaid Account
Debtor into any account other than the appropriate Lockbox Account, which shall at all times be
subject to an effective Lockbox Agreement. Each Pledgor shall notify the Collateral Agent in
writing promptly (and in any event within 5 Business Days) immediately of any revocation,
suspension, termination, restriction, limitation, denial or nonrenewal affecting any Electronic
Funds Transfer Instruction.



     (e) Securities Accounts and Commodity Accounts. (i) Each Pledgor hereby
represents and warrants that (1) as of the date hereof, it has neither opened nor maintains any
Securities Accounts or Commodity Accounts in which the amount and/or fair market value,
individually or in the aggregate, of the financial assets and/or commodity contracts, as the case
may be, held from time to time in all such accounts does not exceed $100,000, other than those
listed on Schedule 16(c) to the Perfection Certificate, (2) as of the date hereof, each applicable
Pledgor and the relevant Securities Intermediary or Commodity Intermediary have executed and
delivered a Securities Account Control Agreement or Commodity Account Control Agreement, as
applicable, for each Securities Account or Commodity Account listed on Schedule 16(c) to the
Perfection Certificate, or the Pledgors have closed such accounts, (3) the Collateral Agent has a
valid, enforceable, perfected first priority security interest (other than Permitted Liens) in such
Securities Accounts and Commodity Accounts by Control, and (4) it does not hold, own or have any
interest in any certificated securities or uncertificated securities other than those constituting
Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on
Schedule 16(c) to the Perfection Certificate or in respect of which the Collateral Agent has
Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting
Investment Property and having a fair market value, individually or in the aggregate, in excess of
$100,000, such Pledgor shall promptly (and in
any event within 5 Business Days of acquiring such security) (a) endorse, assign and deliver
the same to



14









 




the Collateral Agent, accompanied by such instruments of transfer or assignment duly
executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b)
deliver such securities into a Securities Account with respect to which a Control Agreement is in
effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any
Pledgor constituting Investment Property and having a fair market value, individually or in the
aggregate, in excess of $100,000 are uncertificated and are issued to such Pledgor or its nominee
directly by the issuer thereof, such Pledgor shall promptly (and in any event within 5 Business
Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement
in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer
to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to
such securities, without further consent of any Pledgor or such nominee, (b) cause a Security
Entitlement with respect to such uncertificated security to be held in a Securities Account with
respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become
the registered owner of the securities. The Pledgors shall not hereafter establish and maintain
any Securities Account or Commodity Account with any Securities Intermediary or Commodity
Intermediary unless (1) the applicable Pledgor shall have given the Collateral Agent 30 days’ prior
written notice of its intention to establish such new Securities Account or Commodity Account with
such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or
Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such
Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have
duly executed and delivered a Control Agreement with respect to such Securities Account or
Commodity Account, as the case may be. The Collateral Agent shall not give any Entitlement Orders
or instructions or directions to any issuer of uncertificated securities, Securities Intermediary
or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or
dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing, or,
after giving effect to any such investment and withdrawal rights, would occur. The provisions of
this Section 3.4(e) shall not apply to any Financial Assets credited to a Securities
Account for which the Collateral Agent is the Securities Intermediary. No Pledgor shall grant
Control over any Investment Property to any person other than the Collateral Agent.




          (ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment
risk with respect to the Investment Property and Pledged Securities, and the risk of loss of,
damage to, or the destruction of the Investment Property and Pledged Securities, whether in the
possession of, or maintained as a security entitlement or deposit by, or subject to the control of,
the Collateral Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any other
person; provided, however, that nothing contained in this Section 3.4(e) shall release or
relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the
Pledgors or any other person under any Control Agreement or under applicable Legal Requirements.
Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the
Investment Property and Pledged Securities pledged by it under this Agreement. In the event any
Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the
Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly
reimburse and indemnify the Collateral Agent from all reasonable costs and expenses incurred by the
Collateral Agent under this Section 3.4(e) in accordance with Section 11.03 of the
Credit Agreement.




     (f) Electronic Chattel Paper and Transferable Records. If any amount,
individually or in the aggregate, in excess of $100,000 or payable under or in connection with any
of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record”
(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any
relevant jurisdiction), the Pledgor acquiring such Electronic Chattel Paper or transferable record
shall promptly (and in any event within 10 days of the acquisition thereof) notify the Collateral
Agent thereof and shall take such action as the Collateral Agent
may reasonably request to vest in the Collateral Agent control under Section 9-105 of the UCC
of



15









 




such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
Transactions Act, as so in effect in such jurisdiction, of such transferable record. The
Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to
procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not
result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the
Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the
case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act
or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without
loss of control, unless an Event of Default has occurred and is continuing or would occur after
taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or
transferable record.




     (g) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary
under a Letter of Credit now or hereafter issued in favor of such Pledgor, other than a Letter of
Credit issued pursuant to the Credit Agreement or a Letter of Credit that is a “supporting
obligation” (as defined in Section 9-102 of the UCC) with respect to other Pledged Collateral, in
an amount individually or in the aggregate in excess of $250,000, such Pledgor shall promptly (and
in any event within 5 Business Days of becoming a beneficiary thereunder) notify the Collateral
Agent thereof and such Pledgor shall, at the reasonable request of the Collateral Agent, pursuant
to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i)
arrange for the issuer and any confirmer or other nominated person of such Letter of Credit to
consent to an assignment to the Collateral Agent of the proceeds of any drawing under the 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 the Credit Agreement.



     (h) Commercial Tort Claims. As of the date hereof, each Pledgor hereby
represents and warrants that it holds no Commercial Tort Claims having a value reasonably believed
by the Pledgors to be, individually or in the aggregate, in excess of $250,000, other than those
(if any) listed on Schedule 15 to the Perfection Certificate. If any Pledgor shall at any time
hold or acquire a Commercial Tort Claim having a value reasonably believed by the Pledgors to be,
individually or in the aggregate, in excess of $50,000, such Pledgor shall promptly (and in any
event within 5 Business Days of acquiring such Commercial Tort Claim) notify the Collateral Agent
in a writing signed by such Pledgor of the brief details thereof and 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.



     (i) Pledged Collateral in the Possession of a Third Party. If any Equipment
or Inventory (other than Equipment or Inventory leased to a customer in the ordinary course of
business) is in possession or control of any third party, including any warehouseman, landlord,
lessor, bailee or agent, or any Key Location, the Pledgors shall notify the Collateral Agent
thereof and notify the third party of the Collateral Agent’s security interest therein and obtain
an acknowledgment (a “Bailee Letter”) from such third party that (i) it is holding the
Equipment and Inventory for the benefit of the Collateral Agent and (ii) such party will comply
with instructions from the Collateral Agent with respect to such Pledged Collateral, without
further consent of any Pledgors.


     SECTION 3.5 Joinder of Additional Guarantors. The Pledgors shall cause each
Subsidiary Guarantor which, from time to time, after the date hereof shall be required to pledge
any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to the Credit
Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder Agreement within 30
days after the date on which it was acquired or created (unless such Subsidiary shall have been
designated an Unrestricted Subsidiary in
accordance with Section 6.14 of the Credit Agreement) and (ii) a Perfection Certificate, in each
case,




16










 







within 30 days after the date on which it was acquired or created (unless such Subsidiary
shall have been designated an Unrestricted Subsidiary in accordance with Section 6.14 of the Credit
Agreement) and/or (b) in the case of a Subsidiary organized outside of the United States required
to pledge any assets to the Collateral Agent, to execute and deliver such documentation as the
Collateral Agent shall reasonably request and, in each case, upon such execution and delivery, such
Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same
force and effect as if originally named as a Guarantor and Pledgor herein. The execution and
delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The
rights and obligations of each Pledgor hereunder shall remain in full force and effect
notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement or any
other Loan Document.




     SECTION 3.6 Supplements; Further Assurances. Each Pledgor shall take such
further actions, and execute and deliver to the Collateral Agent such additional assignments,
agreements, supplements, powers and instruments, as the Collateral Agent may in its reasonable
judgment deem necessary, wherever required by applicable Legal Requirements, in order to perfect,
preserve and protect the security interest in the Pledged Collateral as provided herein and the
rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes
hereof or better to assure and confirm unto the Collateral Agent the Pledged Collateral or permit
the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect
to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall
make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from
time to time upon reasonable request such lists, descriptions and designations of the Pledged
Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of
lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements,
additional security agreements, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments as the Collateral Agent shall
reasonably request. If an Event of Default has occurred and is continuing, the Collateral Agent
may institute and maintain, in its own name or in the name of any Pledgor, such suits and
proceedings as the Collateral Agent may be advised by counsel shall be necessary or expedient to
prevent any impairment of the security interest in the Pledged Collateral or the perfection or
priority thereof. If (x) an Event of Default has occurred and is continuing or (y) a landlord of
any Pledgor shall provide notice of default under or termination of any lease to which a Pledgor is
a party, if directed by the Collateral Agent, such Pledgor shall use commercially reasonable
efforts to cause such landlord to agree (in a writing addressed to the Collateral Agent) to extend
the time period provided by such landlord for the removal of Pledged Collateral from the leased
premises for a period, and otherwise on terms and conditions, reasonably satisfactory to the
Collateral Agent; provided that, in connection therewith, no Pledgor shall agree, directly or
indirectly, with any landlord to abandon any Pledged Collateral or waive or limit such Pledgor’s
rights in any Pledged Collateral. All of the foregoing shall be at the sole cost and expense of
the Pledgors.



ARTICLE IV




REPRESENTATIONS, WARRANTIES AND COVENANTS



     Each Pledgor represents, warrants and covenants as follows:



     SECTION 4.1 Title. Except for the security interest granted to the Collateral
Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted
Liens, such Pledgor owns (or either owns or has a License to, in the case of Intellectual Property)
and, as to Pledged Collateral acquired by it from time to time after the date hereof, will either
own or hold a License to the rights in each item of Pledged Collateral pledged by it hereunder free
and clear of any and all Liens or claims of
others (except Permitted Liens). Such Pledgor has not filed, nor authorized any third party to
file a



17









 




financing statement or other public notice with respect to all or any part of the Pledged
Collateral on file or of record in any public office, except such as have been filed in favor of
the Collateral Agent pursuant to this Agreement or as are permitted by the Credit Agreement or
otherwise relate to Permitted Liens or financing statements or public notices relating to the
termination statements listed on Schedule 9(a) to the Perfection Certificate. No person other than
any Pledgor or the Collateral Agent has, or will have, control or possession of all or any part of
the Pledged Collateral, except as expressly permitted by the Loan Documents.




     SECTION 4.2 Validity of Security Interest. The security interest in and Lien on
the Pledged Collateral granted to the Collateral Agent for the ratable benefit of the Secured
Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral
securing the payment and performance of the Secured Obligations, and (b) subject to the filings and
other actions described in Schedule 1 hereto, a valid, enforceable, and except to the
extent otherwise expressly permitted under Article III, perfected first priority security interest
(other than Permitted Liens) in all the Pledged Collateral. The security interest and Lien granted
to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement
in and on the Pledged Collateral will at all times constitute a valid, enforceable, and except to
the extent otherwise expressly permitted under Article III, perfected, continuing first priority
security interest therein, subject only to Permitted Liens.



     SECTION 4.3 Defense of Claims; Transferability of Pledged Collateral. Each
Pledgor shall, at its own cost and expense, use commercially reasonable efforts to defend title to
the Pledged Collateral pledged by it hereunder and the security interest therein granted to the
Collateral Agent and the priority thereof (subject to Permitted Liens) required hereunder against
all claims and demands of all persons, at its own cost and expense, at any time claiming any
interest therein adverse to the Collateral Agent or any other Secured Party. There is no agreement
that restricts the transferability of any material portion of the Pledged Collateral or otherwise
materially impairs or conflicts with any Pledgor’s obligations or the rights of the Collateral
Agent hereunder, and the Pledgors shall not enter into any agreement or take any other action that
would restrict the transferability of any material portion of the Pledged Collateral or otherwise
materially impair or conflict with any Pledgor’s obligations or the rights of the Collateral Agent
hereunder.



     SECTION 4.4 Other Financing Statements. No Pledgor has filed, nor authorized any
third party to file (nor will there be) any valid or effective financing statement (or similar
statement or instrument of registration under the law of any jurisdiction) covering or purporting
to cover any interest of any kind in the Pledged Collateral other than financing statements and
other statements and instruments relating to Permitted Liens. So long as any of the Secured
Obligations remain unpaid and unperformed, no Pledgor shall execute, authorize or permit to be
filed in any public office any financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) relating to any Pledged Collateral, except
financing statements and other statements and instruments filed or to be filed in respect of and
covering the security interests granted by such Pledgor to the holder(s) of Permitted Liens.



     SECTION 4.5 Chief Executive Office; Change of Name; Jurisdiction of Organization,
etc. Such Pledgor shall (i) unless it shall have given the Collateral Agent not less than 30
days’ prior written notice (in the form of an Officers’ Certificate), not change its name,
identity, legal structure (whether by merger, consolidation, change in corporate form or
otherwise), type of organization or jurisdiction of organization or organizational identification
number if it has one and (ii) take all actions necessary or advisable to maintain the continuous
validity, perfection and the same or better priority (subject to Permitted Liens) of the
Collateral Agent’s security interest in the Pledged Collateral granted or intended to be granted
hereunder, which in the case of any merger or other change in organizational structure shall
include delivering a written notice (in the form of an Officers’ Certificate) upon completion of
such merger or other change in organizational structure confirming the grant of the security interest
under this



18









 




Agreement. Unless it shall have given the Collateral Agent prior written notice (in the
form of an Officers’ Certificate), such Pledgor shall not change its chief executive office, place
of business or its mailing address. If such Pledgor does not have an organizational identification
number and later obtains one, such Pledgor shall forthwith notify the Collateral Agent of such
organizational identification number. The Collateral Agent may rely on opinions of counsel as to
whether any or all UCC financing statements of the Pledgors need to be amended as a result of any
of the changes described in this Section 4.5. If any Pledgor fails to provide information
to the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be
liable or responsible to any party for any failure to maintain a valid, enforceable, perfected
security interest with the priority required hereunder in such Pledgor’s property constituting
Pledged Collateral, for which the Collateral Agent needed to have information relating to such
changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does
not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it
would not be feasible or practical for the Collateral Agent to search for information on such
changes if such information is not provided by any Pledgor.




     SECTION 4.6 Location of Inventory and Equipment. As of the date hereof, all
Equipment and Inventory of such Pledgor, individually or in the aggregate with a fair market value
in excess of $250,000, is located at the chief executive office or such other location listed on
Schedule 2(a), 2(b), 2(c) or 2(d) to the Perfection Certificate. Such Pledgor shall not move any
Equipment or Inventory, with a fair market value individually or in the aggregate in excess of
$250,000, to any location other than (x) the chief executive office, (y) any other location listed
on Schedule 2(a), 2(b), 2(c) or 2(d) to the Perfection Certificate or (z) any other location within
the continental United States provided that, in each case, the requirements of Section
3.4(i) are satisfied with respect to such location, until it shall have given the Collateral
Agent not less than 30 days’ prior written notice, or such shorter period within which the
requirements set forth in this Section 4.6 are satisfied, but in any event, not less than
10 days’ prior written notice, (in the form of an Officers’ Certificate) of its intention so to do,
clearly describing such new location within the continental United States and providing such other
information in connection therewith as the Collateral Agent may reasonably request.
Notwithstanding the foregoing, with respect to any location at which Equipment or Inventory, with a
fair market value individually or in the aggregate in excess of $250,000, such Pledgor shall have
taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and
priority (subject to Permitted Liens) of the security interest of the Collateral Agent in the
Pledged Collateral intended to be granted hereby, including, to the extent required under
Section 3.4(i), obtaining waivers of landlord’s or warehousemen’s and/or bailee’s liens
with respect to such new location, if applicable, and if reasonably requested by the Collateral
Agent. Such Pledgor agrees to provide the Collateral Agent with prompt notice following the
movement of any Equipment or Inventory, individually or in the aggregate with a fair market value
in excess of $250,000, to any location other than one that is listed in Schedule 2(a), 2(b), 2(c)
or 2(d) to the Perfection Certificate or a location within the continental United States in respect
of which the requirements of Section 3.4(i) have been satisfied.



     SECTION 4.7 Corporate Names; Prior Transactions. Except as set forth in
Schedules 1(a) and (b) to the Perfection Certificate, such Pledgor has not, during the past five
years, been known by or used any other corporate or fictitious name or been a party to any merger
or consolidation, or acquired all or substantially all of the assets of any person.



     SECTION 4.8 Due Authorization and Issuance. All of the Initial Pledged Shares
have been, and to the extent any Pledged Shares are hereafter issued, such Pledged Shares will be,
upon such issuance, duly authorized, validly issued and fully paid and non-assessable. All of the
Initial Pledged Interests have been fully paid for, and there is no amount or other obligation
owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange for or in
connection with the issuance of the Initial



19









 




Pledged Interests or any Pledgor’s status as a partner or a member of any issuer of the Initial
Pledged Interests.




     SECTION 4.9 Consents, etc. No consent of any party (including equityholders or
creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and
no notice to or filing with, any Governmental Authority or regulatory body or other person is
required (A) for the exercise by the Collateral Agent of the voting or other rights provided for in
this Agreement or (B) for the exercise by the Collateral Agent of the remedies in respect of the
Pledged Collateral pursuant to this Agreement. In the event that the Collateral Agent desires to
exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this
Agreement and determines it necessary to obtain any approvals or consents of any Governmental
Authority or regulatory body or any other person therefor, then, upon the reasonable request of the
Collateral Agent, each Pledgor agrees to use commercially reasonable efforts assist and aid the
Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the
exercise of any such remedies, rights and powers.



     SECTION 4.10 Pledged Collateral. All information set forth herein, including the
schedules annexed hereto, and all information contained in any documents, schedules and lists
heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules
thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is
accurate and complete in all material respects.



     SECTION 4.11 Insurance. In the event that the proceeds of any insurance claim
are paid after the Collateral Agent has exercised its right to foreclose after an Event of Default,
such Net Cash Proceeds shall be paid to the Collateral Agent to satisfy any deficiency remaining
after such foreclosure. The Collateral Agent shall retain its interest in the insurance policies
and coverages required to be maintained pursuant to the Credit Agreement during any redemption
period.



     SECTION 4.12 Payment of Taxes; Compliance with Legal Requirements; Contesting Liens;
Charges. Each Pledgor may at its own expense contest the validity, amount or applicability of
any Charges so long as the contest thereof shall be conducted in accordance with, and permitted
pursuant to the provisions of, the Credit Agreement. Notwithstanding the foregoing sentence, (i)
no contest of any such obligation may be pursued by such Pledgor if such contest would expose the
Collateral Agent or any other Secured Party to (A) any possible criminal liability or (B) any civil
liability for failure to comply with such obligations unless such Pledgor shall have furnished, if
reasonably requested by the Collateral Agent or any Lender, a bond or other security therefor
reasonably satisfactory to the Collateral Agent, or such Secured Party, as the case may be, and
(ii) if at any time payment or performance of any obligation contested by such Pledgor pursuant to
this Section 4.12 shall become necessary to prevent the imposition of remedies because of
non-payment, such Pledgor shall pay or perform the same in sufficient time to prevent the
imposition of remedies in respect of such default or prospective default.



     SECTION 4.13 Access to Pledged Collateral, Books and Records; Other Information.
Each Pledgor shall permit representatives of the Collateral Agent upon reasonable notice to visit
and inspect any of its assets or properties, including to conduct any environmental assessments,
sampling, testing or monitoring of the Mortgaged Property, and examine and make abstracts from any
of its books and records (including insurance policies) at any reasonable time and upon reasonable
notice. Such Pledgor shall, at any and all times, within a reasonable time after written request
by the Collateral Agent, furnish or cause to be furnished to the Collateral Agent, in such manner
and in such detail as may be reasonably requested by the Collateral Agent, additional information
with respect to the Pledged Collateral. If a Default occurs and is continuing, the Collateral
Agent shall have the right, but not the obligation, to access any Mortgaged Property to undertake
any Response that the Collateral Agent in its reasonable discretion deems appropriate at the
reasonable cost and expense of the Pledgors.



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ARTICLE V




CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL



     SECTION 5.1 Pledge of Additional Securities Collateral. Each Pledgor shall, upon
obtaining any Pledged Securities or intercompany notes of any person (other than Excluded
Property), accept the same in trust for the benefit of the Collateral Agent and promptly (and in
any event within 3 Business Days thereafter) deliver to the Collateral Agent a Securities Pledge
Amendment, duly executed by such Pledgor, and the certificates and other documents required under
Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities
or intercompany notes that are to be pledged pursuant to this Agreement, and confirming the
attachment of the Lien hereby created on and in respect of such additional Pledged Securities or
intercompany notes. Each Pledgor hereby authorizes the Collateral Agent to attach each Securities
Pledge Amendment to this Agreement and agrees that all Pledged Securities or intercompany notes
listed on any Securities Pledge Amendment delivered to the Collateral Agent shall for all purposes
hereunder be considered Pledged Collateral.



     SECTION 5.2 Voting Rights; Distributions; etc..



          (i) So long as no Event of Default shall have occurred and be continuing:





          (A) each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Securities Collateral or any part thereof for any purpose not
inconsistent with the terms or purposes of this Agreement, any other Loan Document or any
other document evidencing the Secured Obligations; provided, however, that no Pledgor shall
in any event exercise such rights in any manner that is disadvantageous to any Agent or
Lender in any material respect; and




          (B) each Pledgor shall be entitled to receive and retain, and to utilize free and clear
of the Lien hereof, any and all Distributions, but only if and to the extent made in
accordance with the provisions of the Credit Agreement; provided, however, that any and all
such Distributions consisting of rights or interests in the form of Pledged Securities or
Intercompany Notes shall promptly (and in any event within 5 Business Days after receipt
thereof) be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if
received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Pledgor and be forthwith delivered to
the Collateral Agent as Pledged Collateral in the same form as so received (with any
necessary or reasonably requested endorsement).



          (ii) Upon the occurrence and during the continuance of any Event of Default, the Collateral
Agent may implement either or both of the following remedies, effective 5 Business Days after
written notice of such implementation is provided to the Pledgors:





          (A) all rights of each Pledgor to exercise the voting and other consensual rights it
would otherwise be entitled to exercise pursuant to Section 5.2(i)(A) shall cease,
and all such rights shall thereupon become vested in the Collateral Agent, which shall
thereupon have the sole right to exercise such voting and other consensual rights until the
applicable Event of Default is no longer continuing, in which case the Collateral Agent’s
rights under this Section 5.2(ii)(A) shall cease to be effective, subject to
revesting in the event of a subsequent Event of Default that is continuing; and




          (B) all rights of each Pledgor to receive Distributions that it would otherwise be
authorized to receive and retain pursuant to Section 5.2(i)(B) without further
action shall cease



21









 






and all such rights shall thereupon become vested in the Collateral Agent, which shall
thereupon have the sole right to receive and hold as Pledged Collateral such Distributions
until the applicable Event of Default is no longer continuing, in which case the Collateral
Agent’s rights under this Section 5.2(ii)(B) shall cease to be effective, subject to
revesting in the event of a subsequent Event of Default that is continuing.



          (iii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver
to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in
order to permit the Collateral Agent to exercise the voting and other rights which it may be
entitled to exercise pursuant to Section 5.2(ii)(A) and to receive all Distributions which
it may be entitled to receive under Section 5.2(ii)(B).




          (iv) All Distributions that are received by any Pledgor contrary to the provisions of
Section 5.2(ii)(B) shall be received in trust for the benefit of the Collateral Agent,
shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the
Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or
reasonably requested endorsement).




     SECTION 5.3 Default. As of the date hereof, such Pledgor is not in default in
the payment of any portion of any mandatory capital contribution, if any, required to be made under
any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it,
and such Pledgor is not in violation of any other provisions of any such agreement to which such
Pledgor is a party, or otherwise in default or violation thereunder. As of the date hereof, no
Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim,
nor have any of the foregoing been asserted or alleged against such Pledgor by any person with
respect thereto, and as of the date hereof, there are no certificates, instruments, documents or
other writings (other than the Organizational Documents of such Pledgor and certificates, if any,
delivered to the Collateral Agent) which evidence any Pledged Securities of such Pledgor.



     SECTION 5.4 Certain Agreements of Pledgors as Issuers and Holders of Equity
Interests.



          (i) In the case of each Pledgor that is an issuer of Securities Collateral, such Pledgor
agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by
it and will comply with such terms insofar as such terms are applicable to it.




          (ii) In the case of each Pledgor that is a partner, member or holder of any Equity Interests
in a partnership, limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Organizational Documents of such Pledgor to the pledge by each
other Pledgor, pursuant to the terms hereof, of the Pledged Interests in such partnership, limited
liability company or other entity and, upon the occurrence and during the continuance of an Event
of Default, to the transfer of such Pledged Interests to the Collateral Agent or its nominee and to
the substitution of the Collateral Agent or its nominee as a substituted partner, member or holder
of Equity Interests in such partnership, limited liability company or other entity with all the
rights, powers and duties of a general partner, a limited partner, member or holder of Equity
Interests, as the case may be.







22









 








ARTICLE VI




CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL



     SECTION 6.1 Representations and Warranties. The representations and warranties
set forth in Section 3.06 of the Credit Agreement are hereby incorporated herein by
reference and made a part hereof.



     SECTION 6.2 Grant of License. For the purpose of enabling the Collateral Agent,
during the continuance of an Event of Default, to exercise rights and remedies under Article
VIII hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent,
to the extent licensable, exercisable solely upon the occurrence and during the continuance of any
Event of Default, an irrevocable, non-exclusive worldwide license (exercisable without payment of
royalty or other compensation to such Pledgor) to use, assign, license sublicense or otherwise
dispose of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor
(excluding, for the avoidance of doubt, any License that by its terms is prohibited from being so
licensed to the extent constituting Excluded Property), wherever the same may be located. Such
license shall include access to all media in which any of the licensed items may be recorded or
stored and to all computer programs used for the compilation or printout hereof.



     SECTION 6.3 Registration. Except pursuant to material licenses and other user
agreement entered into by any Pledgor in the ordinary course of business, on and as of the date
hereof (i) each Pledgor owns and/or possesses the right to use, and has done nothing to authorize
or enable any other person to use, any Copyright, Patent or Trademark listed on Schedules 14(a)-(c)
to the Perfection Certificate, and (ii) all registrations listed on Schedules 14(a)-(c) to the
Perfection Certificate are valid and in full force and effect.



     SECTION 6.4 No Violations or Proceedings. On and as of the date hereof, (i)
there is no material violation by others of any right of such Pledgor with respect to any
Copyright, Patent or Trademark listed on Schedules 14(a)-(c) to the Perfection Certificate,
respectively, pledged by it under the name of such Pledgor, (ii) such Pledgor is not infringing
upon any Copyright, Patent or Trademark of any other person other than such infringement that,
individually or in the aggregate, would not (and could not reasonably be expected to) result in a
material adverse effect on the value or utility of the Intellectual Property Collateral or any
portion thereof material to the use and operation of the Pledged Collateral or the Mortgaged
Property and (iii) no proceedings have been instituted or are pending against such Pledgor or, to
such Pledgor’s knowledge, threatened, and no such claim against such Pledgor has been received by
such Pledgor since December 31, 2009 alleging any such violation.



     SECTION 6.5 Protection of Collateral Agent’s Security. On a continuing basis,
each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware
thereof, notify the Collateral Agent of (A) any materially adverse determination in any proceeding
in the United States Patent and Trademark Office or the United States Copyright Office with respect
to any material Patent, Trademark or Copyright material to be use and operation of the Pledged
Collateral or any Mortgage Property (if any) or (B) the institution of any proceeding or any
adverse determination in any federal, state or local court or administrative body regarding such
Pledgor’s claim of ownership in or right to use any of such Intellectual Property Collateral, its
right to register such Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (ii) maintain and protect such Intellectual Property
Collateral as presently used and operated and as contemplated by the Credit Agreement, (iii) not
permit to lapse or become abandoned any such Intellectual Property Collateral as presently used and
operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or



23









 




future litigation or administrative proceeding with respect to such Intellectual Property
Collateral without the prior written consent of the Collateral Agent, (iv) upon such Pledgor
obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event that may
be reasonably expected to materially and adversely affect the value or utility of such Intellectual
Property Collateral, the ability of such Pledgor or the Collateral Agent to dispose of such
Intellectual Property Collateral or any portion thereof or the rights and remedies of the
Collateral Agent in relation thereto including a levy or written threat of levy or any legal
process against such Intellectual Property Collateral owned or licensed by such Pledgor or any
portion thereof, (v) not license such Intellectual Property Collateral other than licenses entered
into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the
amendment of any of the licenses in a manner that materially and adversely affects the right to
receive payments thereunder, or in any manner that would materially impair the value of such
Intellectual Property Collateral or the Lien on and security interest in such Intellectual Property
Collateral intended to be granted to the Collateral Agent for the ratable benefit of the Secured
Parties, without the consent of the Collateral Agent, (vi) diligently keep adequate records
respecting such Intellectual Property Collateral and (vii) furnish to the Collateral Agent from
time to time upon the Collateral Agent’s request therefor reasonably detailed statements and
amended schedules further identifying and describing such Intellectual Property Collateral and such
other materials evidencing or reports pertaining to such Intellectual Property Collateral as the
Collateral Agent may from time to time request.




     SECTION 6.6 After-Acquired Property. If any Pledgor shall, at any time before
the Secured Obligations have been paid and performed in full (other than contingent indemnification
obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents,
survive the termination thereof), (i) obtain any rights to any additional Intellectual Property
Collateral material to the use and operation of the Pledged Collateral or any Mortgaged Property,
or (ii) become entitled to the benefit of any such additional Intellectual Property Collateral or
any renewal or extension thereof, including any reissue, division, continuation, or
continuation-in-part of any such Intellectual Property Collateral, or any improvement on any such
Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any
such item enumerated in clause (i) or (ii) of this sentence with respect to such Pledgor shall
automatically constitute Intellectual Property Collateral if such would have constituted
Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and
security interest created by this Agreement without further action by any party (excluding any
Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly
(i) provide to the Collateral Agent written notice of any of the foregoing and (ii) confirm the
attachment of the Lien and security interest created by this Agreement to any rights described in
clauses (i) and (ii) of the immediately preceding sentence of this Section 6.6 by execution
of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any
instruments or statements as shall be reasonably necessary or reasonably requested by the
Collateral Agent to preserve, protect or perfect the Collateral Agent’s security interest in such
Intellectual Property Collateral to the extent such security interest in such Intellectual Property
Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes
the Collateral Agent to modify this Agreement by amending Schedules 14(a)-(c) to the Perfection
Certificate to include any Intellectual Property Collateral acquired or arising after the date
hereof of such Pledgor.



     SECTION 6.7 Litigation. Unless there shall occur and be continuing any Event of
Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party
in interest, for its own benefit and at the sole cost and expense of the Pledgors, such
applications for protection of the Intellectual Property Collateral and suits, proceedings or other
actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in
value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the
occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the
right but shall in no way be obligated to file applications for protection of the Intellectual
Property Collateral and/or bring suit in the name of any Pledgor, the



24









 




Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any
license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of
the Collateral Agent, do any and all lawful acts and execute any and all documents reasonably
requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly
reimburse and indemnify the Collateral Agent for all reasonable costs and expenses incurred by the
Collateral Agent in the exercise of its rights under this Section 6.7 in accordance with
Section 11.03 of the Credit Agreement. In the event that the Collateral Agent shall elect
not to bring such suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the
reasonable request of the Collateral Agent, to take all actions necessary, whether by suit,
proceeding or other action, to prevent the infringement, counterfeiting, unfair competition,
dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by
others and for that purpose agrees to diligently maintain any suit, proceeding or other action
against any person so infringing necessary to prevent such infringement.




     SECTION 6.8 Intent-to-Use Trademark and Service Mark Applications. In
connection with any intent-to-use trademark or service mark applications whether listed on Schedule
14(b) to the Perfection Certificate or otherwise, the Pledgors shall file a bona fide statement of
use and shall take such other actions or steps as shall be required by the United States Patent and
Trademark Office, to entitle such application to registration within 10 Business Days following the
date of first use in commerce of the mark that is the subject of such application. Upon acceptance
of such bona fide statement of use by the United States Patent and Trademark Office, such
application shall automatically become subject to the security interest granted herein. The
Pledgors shall execute any further documents and instruments as the Collateral Agent reasonably may
deem necessary or appropriate to confirm, implement, or enforce the Collateral Agent’s security
interest in such applications. If the Pledgors fail to execute such further documents and
instruments within 5 Business Days of presentment, the Collateral Agent may, in the name of, and on
behalf of, the Pledgors, execute such documents and instruments and make appropriate disposition of
same, and the Pledgors hereby irrevocably appoint the Collateral Agent as their lawful
attorney-in-fact with full power to do so. The foregoing power of attorney is coupled with an
interest and such appointment shall be irrevocable for the term hereof.



ARTICLE VII




CERTAIN PROVISIONS CONCERNING ACCOUNTS



     SECTION 7.1 Special Representation and Warranties. As of the time when each of
its Accounts arises, each Pledgor shall be deemed to have represented and warranted that such
Account and all records, papers and documents relating thereto (i) are genuine and correct and in
all material respects what they purport to be, subject to ordinary course accounts receivable
adjustments and refunds, (ii) to the Pledgor’s knowledge, represent the legal, valid and binding
obligation of the account debtor, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability, evidencing indebtedness unpaid and
owed by such account debtor, arising out of the performance of labor or services or the sale,
lease, license, assignment or other disposition and delivery of the goods or other property listed
therein or out of an advance or a loan, (iii) will, in the case of an Account, except for the
original or duplicate original invoice sent to purchase evidencing such purchaser’s account, be the
only original writing evidencing and embodying such obligation of the account debtor named therein
and (iv) are in all material respects in compliance and conform with all applicable material Legal
Requirements.



     SECTION 7.2 Maintenance of Records. Each Pledgor shall keep and maintain at its
own cost and expense complete records of each Account, in a manner consistent with its customary
business practice, including records of all payments received, all credits granted thereon, all
merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such
Pledgor’s sole cost and expense,



25









 




upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance
of any Event of Default, deliver all tangible evidence of Accounts, including all documents
evidencing Accounts and any books and records relating thereto to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained by such Pledgor).
Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may
transfer a full and complete copy of any Pledgor’s books, records, credit information, reports,
memoranda and all other writings relating to the Accounts to and for the use by any person that has
acquired or is contemplating acquisition of an interest in the Accounts or the Collateral Agent’s
security interest therein without the consent of any Pledgor, but subject at all times to Section
11.12 of the Credit Agreement.




     SECTION 7.3 Legend. At the reasonable request of the Collateral Agent and in
form and manner reasonably satisfactory to the Collateral Agent, at any time after the occurrence
and during the continuance of any Event of Default, each Pledgor shall legend the Accounts to the
extent represented or evidenced by a written instrument and the other books, records and documents
of such Pledgor evidencing or pertaining to the Accounts with an appropriate reference to the fact
that (i) the Accounts have been assigned for collateral purposes to the Collateral Agent for the
ratable benefit of the Secured Parties and that the Collateral Agent has a security interest
therein and (ii) with respect to Medicare/Medicaid Account Debtors, each Pledgor has waived any and
all defenses and counterclaims it may have or could interpose in any such action or procedure
brought by the Collateral Agent or any Lender to obtain a court order recognizing the collateral
assignment or security interest and Lien of the Collateral Agent pursuant to the Security Documents
in and to any Account or other Pledged Collateral and that the Collateral Agent and/or the Lenders
may seek to obtain (x) the consent of the applicable Medicare/Medicaid Account Debtor(s) to
recognize, or (y) a court order recognizing, the collateral assignment or security interest and
Lien of the Collateral Agent in and to all Accounts and other Pledged Collateral payable by
Medicare/Medicaid Account Debtors.



     SECTION 7.4 Modification of Terms, etc. No Pledgor shall rescind or cancel any
obligations evidenced by any Account or modify any term thereof or make any adjustment with respect
thereto except in the ordinary course of business, or extend or renew any such obligations except
in the ordinary course of business or compromise or settle any dispute, claim, suit or legal
proceeding relating thereto or sell any Account or interest therein except in the ordinary course
of business; in each case, without the prior written consent of the Collateral Agent.



     SECTION 7.5 Collection. Each Pledgor shall cause to be collected from the
account debtor of each of the Accounts, as and when due in the ordinary course of business and
consistent with its customary business practice (including Accounts that are delinquent, such
Accounts to be collected in accordance with generally accepted commercial collection procedures),
any and all amounts owing under or on account of such Account, and apply forthwith upon receipt
thereof all such amounts as are so collected to the outstanding balance of such Account, except
that any Pledgor may, with respect to an Account, allow in the ordinary course of business (i)
accounts receivable adjustments or refunds and (ii) such extensions of time to pay amounts due in
respect of Accounts and such other modifications of payment terms or settlements in respect of
Accounts as shall be commercially reasonable in the circumstances, all in accordance with such
Pledgor’s ordinary course of business consistent with its collection practices as in effect from
time to time and in compliance with applicable Legal Requirements. The costs and expenses
(including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the
Collateral Agent or any Secured Party, shall be paid by the Pledgors. Nothing in this Agreement
shall prohibit any Pledgor from writing off bad debt in the ordinary course of business, consistent
with its customary business practice.



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ARTICLE VIII




REMEDIES



     SECTION 8.1 Remedies. Upon the occurrence and during the continuance of any
Event of Default, the Collateral Agent may from time to time exercise in respect of the Pledged
Collateral, in addition to the other rights and remedies provided for herein or otherwise available
to it, the following remedies:



          (i) Personally, or by agents or attorneys, immediately take possession of the Pledged
Collateral or any part thereof, from any Pledgor or any other person who then has possession of any
part thereof with or without notice or process of law (other than Pledged Collateral consisting of
Accounts owed or owing by Medicare/Medicaid Account Debtors to any Pledgor, absent a court order or
compliance with applicable Legal Requirements), and for that purpose, subject to Section 5.07 of
the Credit Agreement, may enter upon any Pledgor’s premises where any of the Pledged Collateral is
located, remove such Pledged Collateral, remain present at such premises to receive copies of all
communications and remittances relating to the Pledged Collateral and use in connection with such
removal and possession any and all services, supplies, aids and other facilities of any Pledgor;




          (ii) Demand, sue for, collect or receive any money or property at any time payable or
receivable in respect of the Pledged Collateral including instructing the obligor or obligors on
any agreement, instrument or other obligation constituting part of the Pledged Collateral to make
any payment required by the terms of such agreement, instrument or other obligation directly to the
Collateral Agent (other than Pledged Collateral consisting of Accounts owed or owing by
Medicare/Medicaid Account Debtors to any Pledgor, absent a court order or compliance with
applicable Legal Requirements), and in connection with any of the foregoing, compromise, settle,
extend the time for payment and make other modifications with respect thereto; provided, however,
that in the event that any such payments are made directly to any Pledgor, such Pledgor shall
segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent
and shall promptly (but in no event later than one Business Day after receipt thereof) pay such
amounts to the Collateral Agent;




          (iii) Subject to clause (ix) below, Section 8.2 and Section 8.4, sell, assign, grant a license
to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or
otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral
or any part thereof, and take possession of the proceeds of any such sale, assignment, license or
liquidation;




          (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor
in writing to deliver the same to the Collateral Agent at any place or places so designated by the
Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the
same to be moved to the place or places designated by the Collateral Agent and therewith delivered
to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral
Agent at such place or places pending further action by the Collateral Agent and (C) while the
Pledged Collateral shall be so stored and kept, provide such security and maintenance services as
shall be necessary to protect the same and to preserve and maintain them in good condition. Each
Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section
8.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction,
the Collateral Agent shall be entitled to decree requiring specific performance by any Pledgor of
such obligation;




          (v) Withdraw all moneys, instruments, securities and other property in any bank, financial
securities, deposit or other account of any Pledgor constituting Pledged Collateral (other than





27












 





Pledged Collateral consisting of Accounts owed or owing by Medicare/Medicaid Account Debtors
to any Pledgor, absent a court order or compliance with applicable Legal Requirements);



          (vi) To the extent permitted under Section 5.2(ii)(B), retain and apply the
Distributions to the Secured Obligations as provided in Article IX hereof;


          (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral,
including perfecting assignment of and exercising any and all voting, consensual and other rights
and powers with respect to any Pledged Collateral (other than Pledged Collateral consisting of
Accounts owed or owing by Medicare/Medicaid Account Debtors to any Pledgor, absent a court order or
compliance with applicable Legal Requirements);


          (viii) (i) Seek to obtain the consent of the applicable Medicare/Medicaid Account Debtor(s) to
recognize and permit the enforcement of, (ii) comply with applicable Health Care Laws necessary for
the recognition and enforcement of, or (iii) seek to obtain an Order from a court of competent
jurisdiction recognizing and permitting the enforcement of, the collateral assignment or security
interest and Lien of the Collateral Agent pursuant to the Security Documents in and to all Accounts
and other Pledged Collateral payable by Medicaid/Medicare Account Debtors; and


          (ix) All the rights and remedies of a secured party on default under the UCC (whether or not
the UCC applies to the affected Pledged Collateral) (other than with respect to any Pledged
Collateral consisting of Accounts owed or owing by Medicare/Medicaid Account Debtors to any
Pledgor, absent a court order or compliance with applicable Legal Requirements), and the Collateral
Agent may also in its sole discretion, without notice except as specified in Section 8.2,
sell, assign, transfer or grant a license to use the Pledged Collateral or any part thereof in one
or more parcels at public or private sale, at any exchange, broker’s board or at any of the
Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such
price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.
The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the
purchaser, licensee, assignee or recipient of any or all of the Pledged Collateral at any such sale
and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to
use and apply any of the Secured Obligations owed to such person as a credit on account of the
purchase price of any Pledged Collateral payable by such person at such sale. Each purchaser,
assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or
licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor
hereby waives, to the fullest extent permitted by applicable Legal Requirements, all rights of
redemption, stay and/or appraisal that it now has or may at any time in the future have under any
Legal Requirement now existing or hereafter enacted. The Collateral Agent shall not be obligated
to make any sale of Pledged Collateral regardless of notice of sale having been given. The
Collateral Agent may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by
applicable Legal Requirements, any claims against the Collateral Agent arising by reason of the
fact that the price at which any Pledged Collateral may have been sold, assigned or licensed at
such a private sale was less than the price which might have been obtained at a public sale, even
if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral
to more than one offeree.



     SECTION 8.2 Notice of Sale. Each Pledgor acknowledges and agrees that, to the
extent notice of sale or other disposition of Pledged Collateral shall be required by any Legal
Requirement, 10 days prior notice to such Pledgor of the time and place of any public sale or of
the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of



28









 





such matters unless the Pledged
Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold
on a recognized market (in which case no such prior notice shall be required). No notification
need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a
statement renouncing or modifying any right to notification of sale or other intended disposition.




     SECTION 8.3 Waiver of Notice and Claims; Other Waivers; Marshalling.


          (i) Each Pledgor hereby waives, to the fullest extent permitted by applicable Legal
Requirements, notice of judicial hearing in connection with the Collateral Agent’s taking
possession or the Collateral Agent’s disposition of any of the Pledged Collateral, including any
and all prior notice and hearing for any prejudgment remedy or remedies and any such right which
such Pledgor would otherwise have under any Legal Requirement, and each Pledgor hereby further
waives, to the fullest extent permitted by applicable Legal Requirements (i) all damages occasioned
by such taking of possession, (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, appraisal, valuation, stay, extension or moratorium now or
hereafter in force under any applicable Legal Requirements. The Collateral Agent shall not be
liable for any incorrect or improper payment made pursuant to this Article VIII except to
the extent resulting solely from the Collateral Agent’s gross negligence or willful misconduct as
finally judicially determined by a court of competent jurisdiction. Any sale of, or the grant of
options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest
all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor
therein and thereto, and shall be a perpetual bar both at law and in equity or otherwise against
such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral
so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.


          (ii) To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby
waives demand, notice, protest, notice of acceptance of this Agreement, notice of Credit
Extensions, Pledged Collateral received or delivered or any other action taken in reliance hereon
and all other demands and notices of any description.


          (iii) The Collateral Agent shall not be required to marshal any present or future collateral
security (including the Pledged Collateral) for, or other assurances of payment of, the Secured
Obligations or any of them or to resort to such collateral security or other assurances of payment
in any particular order. To the maximum extent permitted by applicable Legal Requirements, (i)
each Pledgor hereby agrees that it will not invoke any Legal Requirement relating to the
marshalling of collateral and (ii) hereby irrevocably waives the benefits of all such Legal
Requirements.


          (iv) To the maximum extent permitted by applicable Legal Requirements, each Pledgor hereby
waives any and all defenses and counterclaims it may have or could interpose in any such action or
procedure brought by the Collateral Agent or any Lender to obtain an Order recognizing, and
permitting the enforcement of, the collateral assignment or security interest and Lien of the
Collateral Agent pursuant to the Security Documents in and to any Account or other Pledged
Collateral and acknowledges that the Collateral Agent and/or the Lenders may (i) seek to obtain the
consent of the applicable Medicare/Medicaid Account Debtor(s) to recognize, (ii) comply with any
Legal Requirements necessary for the recognition of, or (iii) seek to obtain an Order recognizing,
the collateral assignment or security interest and Lien of the Collateral Agent pursuant to the
Security Documents in and to all Accounts and other Pledged Collateral payable by Medicare/Medicaid
Account Debtors.



     SECTION 8.4 Standards for Exercising Rights and Remedies. To the extent that
applicable Legal Requirements impose duties on the Collateral Agent to exercise remedies in a
commercially reasonable manner, each Pledgor acknowledges and agrees that it is not commercially
unreasonable for



29









 







the Collateral Agent, in the exercise of such remedies in accordance with all
other terms hereof, (i) to fail to incur expenses reasonably deemed significant by the Collateral
Agent to prepare Pledged Collateral for disposition or otherwise to fail to complete raw material
or work in process into finished goods or other finished products for disposition, (ii) to fail to
obtain third party consents for access to Pledged Collateral to be disposed of, or to obtain or, if
not required by other Legal Requirements, to fail to obtain consents for Governmental Authorities
or third parties for the collection or disposition of Pledged Collateral to be collected or
disposed of, (iii) to fail to exercise collection remedies against account debtors or other persons
obligated on Pledged Collateral or to fail to remove liens or encumbrances on or any adverse claims
against Pledged Collateral, (iv) to exercise collection remedies against account debtors and other
persons obligated on Pledged Collateral directly or through the use of collection agencies and
other collection specialists, subject to their compliance with applicable Legal Requirements, (v)
to advertise dispositions of Pledged Collateral through publications or media of general
circulation, whether or not the Pledged Collateral is of a specialized nature, (vi) to contact
other persons, whether or not in the same business as any Pledgor, for expressions of interest in
acquiring all or any portion of the Pledged Collateral, (vii) to hire one or more professional
auctioneers to assist in the disposition of Pledged Collateral, whether or not the collateral is of
a specialized nature, (viii) to dispose of Pledged Collateral by utilizing internet sites that
provide for the auction of assets of the types included in the Pledged Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of
assets in wholesale rather than retail markets, (x) to disclaim or modify disposition warranties,
(xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of
loss, collection or disposition of Pledged Collateral or to provide to the Collateral Agent a
guaranteed return from the collection or disposition of Pledged Collateral, or (xii) to the extent
deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment
bankers, consultants and other professionals to assist the Collateral Agent in the collection or
disposition of any of the Pledged Collateral. The Pledgors acknowledge that the purpose of this
Section 8.4 is to provide non-exhaustive indications of what actions or omissions by the
Collateral Agent would fulfill the Collateral Agent’s duties under the UCC or other Legal
Requirement of the State or any other relevant jurisdiction in the Collateral Agent’s exercise of
remedies against the Pledged Collateral and that other actions or omissions by the Collateral Agent
shall not be deemed to fail to fulfill such duties solely on account of not being indicated in this
Section 8.4. Without limiting the foregoing, nothing contained in this Section 8.4
shall be construed to grant any rights to any Pledgor or to impose any duties on the Collateral
Agent that would not have been granted or imposed by this Agreement or by applicable Legal
Requirements in the absence of this Section 8.4.



     SECTION 8.5 Certain Sales of Pledged Collateral.


          (i) Each Pledgor recognizes that, by reason of certain prohibitions contained in Legal
Requirements, the Collateral Agent may be compelled, with respect to any sale of all or any part of
the Pledged Collateral, to limit purchasers to those who meet the requirements of a Governmental
Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less
favorable to the Collateral Agent than those obtainable through a public sale without such
restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that, except as may be required
by applicable Legal Requirements, the Collateral Agent shall have no obligation to engage in public
sales.


          (ii) Each Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities’
laws, the Collateral Agent may be compelled, with respect to any sale or disposition of all or any
part of the Securities Collateral and Investment Property, to limit purchasers to persons who will
agree, among other things, to acquire such Securities Collateral or Investment Property for their
own account, for investment and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges that any such 


30









 







private sales may be at prices and on terms less favorable to
the Collateral Agent than those obtainable through a public sale without such restrictions
(including a public offering made pursuant to a registration statement under the Securities Act),
and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any Securities
Collateral or Investment Property for the period of time necessary to permit the issuer thereof to
register it for a form of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would agree to do so.



          (iii) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the
continuing of any Event of Default, at the request of the Collateral Agent, for the benefit of the
Collateral Agent and the Secured Parties, cause any registration, qualification under or compliance
with any federal or state securities law or laws to be effected with respect to all or any part of
the Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors.
Each Pledgor will cause such registration to be effected (and be kept effective) and cause such
qualification and compliance to be effected (and be kept effective) as may be so requested and as
would permit or facilitate the sale and distribution of such Securities Collateral including
registration under the Securities Act (or any similar statute then in effect), appropriate
qualifications under applicable blue sky or other state securities laws and appropriate compliance
with all other requirements of any Governmental Authority. Each Pledgor shall cause the Collateral
Agent to be kept advised in writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of
prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from
time to time may request, and shall indemnify and shall cause the issuer of the Securities
Collateral to indemnify the Collateral against all claims, losses, damages and liabilities caused
by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in
any related registration statement, notification or the like) or by any omission (or alleged
omission) to state therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements therein not
materially misleading.


          (iv) If the Collateral Agent determines to exercise its right to sell any or all of the
Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall,
and shall cause each issuer of Securities Collateral and Investment Property to be sold hereunder
to, from time to time furnish to the Collateral Agent all such information as the Collateral Agent
may reasonably request in order to determine the number and nature or interest, of securities or
other instruments included in the Securities Collateral or Investment Property which may be sold by
the Collateral Agent as exempt transactions under the Securities Act and the rules of the
Securities and Exchange Commission thereunder, as the same are from time to time in effect.


          (v) Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 8.5 will cause irreparable injury to the Collateral Agent and other Secured
Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
Section 8.5 shall be specifically enforceable against such Pledgor, and such Pledgor hereby
waives and agrees not to assert any defenses against an action for specific performance of such
covenants.



     SECTION 8.6 No Waiver; Cumulative Remedies.


          (i) No failure on the part of the Collateral Agent to exercise, no course of dealing with
respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other 


31









 







right, power or remedy; nor shall the Collateral Agent be required to look
first to, enforce or exhaust any other security, collateral or guaranties. The remedies herein
provided are cumulative and are not exclusive of any remedies provided by applicable Legal
Requirements, in equity or otherwise.



          (ii) In the event that 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 Pledgors, the Collateral Agent
and each other Secured Party shall be restored to their respective former positions and rights
hereunder with respect to the Pledged Collateral, and all rights, remedies and powers of the
Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been
instituted.



     SECTION 8.7 Certain Additional Actions Regarding Intellectual Property. If any
Event of Default shall have occurred and be continuing, upon the written demand of the Collateral
Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments
of the registered Intellectual Property Collateral or such other documents as are necessary or
appropriate to carry out the intent and purposes hereof; provided, however, that if the Event of
Default is no longer continuing, the Collateral Agent shall promptly execute and deliver to each
Pledgor such reassignments or other documents necessary to place such Pledgors in control and
ownership of such Intellectual Property Collateral.



ARTICLE IX




PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;

APPLICATION OF PROCEEDS



     SECTION 9.1 Proceeds of Casualty Events and Collateral Dispositions. The
Pledgors shall take all actions required by the Credit Agreement with respect to any Net Cash
Proceeds of any Casualty Event or from the sale or disposition of any Pledged Collateral.



     SECTION 9.2 Application of Proceeds. The proceeds received by the Collateral
Agent in respect of any sale of, collection from or other realization upon all or any part of the
Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied,
together with any other sums then held by the Collateral Agent pursuant to this Agreement, in
accordance with the Credit Agreement.



ARTICLE X




MISCELLANEOUS



     SECTION 10.1 Concerning Collateral Agent.


          (i) The Collateral Agent has been appointed as Collateral Agent pursuant to the Credit
Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the
Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or refrain from taking
action (including the release or substitution of the Pledged Collateral), in accordance with this
Agreement and the Credit Agreement. Each Secured Party, by its acceptance of the benefits hereof,
agrees that it shall have no right individually to realize upon any of the Pledged Collateral
hereunder, it being understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in
accordance with the terms of this Agreement. The Collateral Agent may employ agents and
attorneys-in-fact in connection herewith and shall not be liable for the 


32









 







negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith, excepting therefrom, however,
their gross negligence or willful misconduct. The Collateral Manager shall be deemed an agent of
the Collateral Agent for the purposes of giving effect to this Agreement and the other Loan
Documents and the Collateral Agent shall not be liable, under any circumstances, for the negligence
(including gross negligence) or misconduct (including wilful misconduct) of the Collateral Manager.
The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner
provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent
by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent
under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its
duties and obligations under this Agreement. After any retiring Collateral Agent’s resignation,
the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by
it under this Agreement while it was the Collateral Agent.



          (ii) Except for the exercise of reasonable care in the custody of any Pledged Collateral in
its possession and the accounting for moneys actually received by it hereunder, the Collateral
Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any Pledged Collateral.
The Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests; provided that neither the
Collateral Agent nor any of the other Secured Parties nor any of their respective directors,
officers, employees or agents shall have responsibility for (x) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any
Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is
deemed to have knowledge of such matters (y) failing to demand, collect or realize upon all or any
part of the Pledged Collateral or for any delay in doing so or (z) failing to take any necessary
steps to preserve rights against any person with respect to any Pledged Collateral.


          (iii) The Collateral Agent shall be entitled to rely upon any written notice, statement,
certificate, order or other document or any telephone message believed by it to be genuine and
correct and
to have been signed, sent or made by the proper person, and, with respect to all matters
pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.


          (iv) If any item of Pledged Collateral also constitutes collateral granted to the Collateral
Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any
type, in the event of any conflict between the provisions hereof and the provisions of such other
deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such
collateral, the Collateral Agent, in its sole discretion, shall select which provision or
provisions shall control.



     SECTION 10.2 Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this
Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required
insurance policies hereunder, (ii) pay Charges, (iii) make repairs or (iv) discharge Liens or pay
or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation
or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may
(but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and
may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event
be bound to inquire into the validity of any tax, lien, imposition or other obligation which such
Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest
in accordance with the provisions of Section 4.12. Any and all



33









 







amounts so expended by the
Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section
11.03 of the Credit Agreement. Neither the provisions of this Section 10.2 nor any
action taken by the Collateral Agent pursuant to the provisions of this Section 10.2 shall
prevent any such failure to observe any covenant contained in this Agreement nor any breach of
representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the
Collateral Agent its attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s
reasonable discretion to take any action and to execute any instrument consistent with the terms of
the Credit Agreement, this Agreement and the other Loan Documents which the Collateral Agent
reasonably may deem necessary or advisable to accomplish the purposes hereof. The foregoing grant
of authority is a power of attorney coupled with an interest and such appointment shall be
irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof.



     SECTION 10.3 Continuing Security Interest; Assignment. This Agreement shall
create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the
Pledgors, their respective successors and assigns and (ii) inure, together with the rights and
remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other
Secured Parties and each of their respective successors, transferees and assigns. No other persons
(including any other creditor of any Pledgor) shall have any interest herein or any right or
benefit with respect hereto (except for Permitted Liens. Without limiting the generality of the
foregoing clause (ii), any Secured Party may assign or otherwise transfer any obligations held by
it secured by this Agreement to any other person, and such other person shall thereupon become
vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise,
subject however, to the provisions of the Credit Agreement and any Hedging Agreement.



     SECTION 10.4 Termination; Release. This Agreement shall terminate and the
Pledged Collateral shall be released from the Lien of this Agreement when the Commitments have been
terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall
have been paid in full (other than contingent indemnification obligations that, pursuant to the
provisions of the Credit Agreement of the Security Documents, survive the termination thereof) and
all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been
reimbursed in full. Upon termination hereof, the security interests granted hereby shall terminate
and all rights to the Pledged Collateral shall revert to the applicable Pledgor or to such other
person as may be entitled thereto pursuant to any Order or other applicable Legal Requirement.
Upon termination hereof or any release of Pledged Collateral in accordance with the provisions of
the Credit Agreement, the Collateral Agent shall promptly (and in any event within 10 Business
Days), upon the written request and at the sole cost and expense of the Pledgors, assign, transfer
and deliver to the Pledgors, against receipt and without recourse to or warranty by the Collateral
Agent except that the Collateral Agent has not assigned or otherwise transferred its security
interest in the Pledged Collateral, such of the Pledged Collateral to be released (in the case of a
release) as may be in possession or control of the Collateral Agent and as shall not have been sold
or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged
Collateral, proper documents and instruments (including UCC-3 termination statements or releases)
acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.



     SECTION 10.5 Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor
therefrom, shall be effective unless the same shall be made in accordance with the terms of the
Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment,
modification or supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision hereof shall be
effective only in the specific



34









 







instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement, no notice to or demand on any
Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar
or other circumstances.



     SECTION 10.6 Notices. Unless otherwise provided herein or in the Credit
Agreement, any notice or other communication herein required or permitted to be given shall be
given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor,
addressed to it at the address of Borrower set forth in the Credit Agreement and as to the
Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case
at such other address as shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 10.6.



     SECTION 10.7 Governing Law, Consent to Jurisdiction and Service of Process; Waiver of
Jury Trial.



     (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.



     (b) EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED
BY APPLICABLE LEGAL REQUIREMENTS, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE SHALL AFFECT ANY RIGHT THAT THE COLLATERAL AGENT,
ANY OTHER AGENT, THE ISSUING BANK OR ANY LENDER OR OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY PLEDGOR
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



     (c) EACH PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 10.7(b). EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL
REQUIREMENTS, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT.



     (d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY



35









 







LOAN DOCUMENT, IN THE MANNER PROVIDED FOR
NOTICES (OTHER THAN TELECOPY) IN SECTION 10.6. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LEGAL REQUIREMENTS.



     (e) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, THE TRANSACTIONS
OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.7.



     SECTION 10.8 Severability of Provisions. Any provision hereof 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 or affecting the validity or enforceability of such provision in any
other jurisdiction.



     SECTION 10.9 Execution in Counterparts. This Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page of this Agreement by
facsimile or other electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.



     SECTION 10.10 Business Days. In the event any time period or any date provided
in this Agreement ends or falls on a day other than a Business Day, then such time period shall be
deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and
performance herein may be made on such Business Day, with the same force and effect as if made on
such other day.



     SECTION 10.11 Waiver of Stay. Each Pledgor covenants that in the event that such
Pledgor or any property or assets of such Pledgor shall hereafter become the subject of a voluntary
or involuntary proceeding under the Bankruptcy Code or such Pledgor shall otherwise be a party to
any federal or state bankruptcy, insolvency, moratorium or similar proceeding to which the
provisions relating to the automatic stay under Section 362 of the Bankruptcy Code or any similar
provision in any such Legal Requirement is applicable, then, in any such case, whether or not the
Collateral Agent has commenced foreclosure proceedings under this Agreement, such Pledgor shall
not, and each Pledgor hereby expressly waives its right to (to the extent it may lawfully do so) at
any time insist upon, plead or in any whatsoever, claim or take the benefit or advantage of any
such automatic stay or such similar provision as it relates to the exercise of any of the rights
and remedies (including any foreclosure proceedings) available to the Collateral Agent as provided
in this Agreement, in any other Security Document or any other document evidencing the Secured
Obligations. Each Pledgor further covenants that it will not hinder, delay or impede the execution
of any power granted herein to the Collateral Agent, but will suffer and permit the execution of
every such power as though no law relating to any stay or similar provision had been enacted.



36









 





     SECTION 10.12 No Credit for Payment of Taxes or Imposition. No Pledgor shall be
entitled to any credit against the principal, premium, if any, or interest payable under the Credit
Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may
become payable under the terms thereof or hereof, by reason of the payment of any Tax on the
Pledged Collateral or any part thereof.



     SECTION 10.13 No Claims Against Collateral Agent. Nothing contained in this
Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for
the performance of any labor or services or the furnishing of any materials or other property in
respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power
or authority to contract for or permit the performance of any labor or services or the furnishing
of any materials or other property in such fashion as would permit the making of any claim against
the
Collateral Agent in respect thereof or any claim that any Lien based on the performance of such
labor or services or the furnishing of any such materials or other property is prior to the Lien
hereof.



     SECTION 10.14 No Release. Nothing set forth in this Agreement shall relieve any
Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part
to be performed or observed under or in respect of any of the Pledged Collateral or from any
liability to any person under or in respect of any of the Pledged Collateral or shall impose any
obligation on the Collateral Agent or any other Secured Party to perform or observe any such term,
covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall
impose any liability on the Collateral Agent or any other Secured Party for any act or omission on
the part of such Pledgor relating thereto or for any breach of any representation or warranty on
the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan
Documents, or under or in respect of the Pledged Collateral or made in connection herewith or
therewith. The obligations of each Pledgor contained in this Section 10.14 shall survive
the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement,
the Credit Agreement and the other Loan Documents (other than contingent indemnification
obligations that, pursuant to the provisions of the Credit Agreement or the Security Documents,
survive the termination thereof).



     SECTION 10.15 Overdue Amounts. Until paid, all amounts due and payable under
this Agreement shall constitute Secured Obligations and shall bear interest, whether before or
after judgment, at the Default Rate. Nothing in this Section 10.15 shall affect the
Default Rate or the circumstances in which the Default Rate is payable pursuant to the Credit
Agreement.



     SECTION 10.16 Obligations Absolute. All obligations of each Pledgor hereunder
shall be absolute and unconditional irrespective of:


          (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any Pledgor;


          (ii) any lack of validity or enforceability of any Loan Document, or any other agreement or
instrument relating thereto against any Pledgor;


          (iii) any change in the time, manner or place of payment of, or in any other term of, all or
any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure
from any Loan Document or any other agreement or instrument relating thereto;


          (iv) any pledge, exchange, release or non-perfection or loss of priority of any other
collateral, or any release or amendment or waiver of or consent to any departure from any
guarantee, for all or any of the Secured Obligations;




37












 





          (v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under
or in respect hereof, or any Loan Document; or




          (vi) any other circumstances which might otherwise constitute a waiveable defense available
to, or a discharge of, any Pledgor.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




38









 





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



	 	 	 	 	 
	 	BIOSCRIP, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BIOSCRIP INFUSION SERVICES, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	CHRONIMED LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	LOS FELIZ DRUGS INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BIOSCRIP PHARMACY, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BRADHURST SPECIALTY PHARMACY, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 


Signature
Page to Security Agreement

 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BIOSCRIP PHARMACY (NY), INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BIOSCRIP PBM SERVICES, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	NATURAL LIVING, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BIOSCRIP INFUSION SERVICES, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BIOSCRIP NURSING SERVICES, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	BIOSCRIP INFUSION MANAGEMENT, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BIOSCRIP PHARMACY SERVICES, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	CHS HOLDINGS, INC.

(FORMERLY CAMELOT ACQUISITION CORP.), as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	CRITICAL HOMECARE SOLUTIONS, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	APPLIED HEALTH CARE, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	CEDAR CREEK HOME HEALTH CARE AGENCY, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEACONESS ENTERPRISES, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	DEACONESS HOMECARE, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	EAST GOSHEN PHARMACY, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	ELK VALLEY HEALTH SERVICES, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	ELK VALLEY HOME HEALTH CARE AGENCY, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ELK VALLEY PROFESSIONAL AFFILIATES, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	GERICARE, INC., as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	INFUSION PARTNERS, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	INFUSION PARTNERS OF BRUNSWICK, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 
	 	INFUSION PARTNERS OF MELBOURNE, LLC, as Pledgor

 	 
	 	By:  	/s/ Barry A. Posner	 
	 	 	Name:  	Barry A. Posner	 
	 	 	Title:  	Executive Vice President and General Counsel	 
	 




 









 





	 	 	 	 	 
	 	INFUSION SOLUTIONS, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	KNOXVILLE HOME THERAPIES, LLC, as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	NATIONAL HEALTH INFUSION, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	NEW ENGLAND HOME THERAPIES, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	OPTION HEALTH, LTD., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PROFESSIONAL HOME CARE SERVICES, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	REGIONAL AMBULATORY DIAGNOSTICS, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	SCOTT-WILSON, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	SOUTH MISSISSIPPI HOME HEALTH, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	SOUTH MISSISSIPPI HOME HEALTH, INC. — REGION I,

 as
Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SOUTH MISSISSIPPI HOME HEALTH, INC. — REGION II,
 as
Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	SOUTH MISSISSIPPI HOME HEALTH, INC. — REGION III, 
as
Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	SPECIALTY PHARMA, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 
	 
	 	WILCOX MEDICAL, INC., as Pledgor

 	 
	 	By:  	/s/  Barry
A. Posner	 
	 	 	Name:  	Barry
A. Posner 	 
	 	 	Title:  	Executive Vice President and General
Counsel 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JEFFERIES FINANCE LLC,

as Collateral Agent

 	 
	 	By:  	/s/ E.J.
Hess	 
	 	 	Name:  	E.J.
Hess 	 
	 	 	Title:  	Managing Director 	 
	 




 












 





SCHEDULE 1



FINANCING STATEMENTS AND INTELLECTUAL PROPERTY REGISTRATIONS




	 	 	 	 	 
	Type of	 	 	 	 
	Filings*	 	Entity	 	Jurisdictions
	UCC1

	 	BioScrip, Inc.
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	BioScrip Infusion Services, Inc.
	 	California
	 
	 	 	 	 
	UCC1

	 	Chronimed LLC
	 	Minnesota
	 
	 	 	 	 
	UCC1

	 	Los Feliz Inc.
	 	California
	 
	 	 	 	 
	UCC1

	 	BioScrip Pharmacy, Inc.
	 	Minnesota
	 
	 	 	 	 
	UCC1

	 	BioScrip Pharmacy (NY), Inc.
	 	New York
	 
	 	 	 	 
	UCC1

	 	BioScrip PBM Services, LLC
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Natural Living Inc.
	 	New York
	 
	 	 	 	 
	UCC1

	 	BioScrip Infusion Services, LLC
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	BioScrip Nursing Services, LLC
	 	New York
	 
	 	 	 	 
	UCC1

	 	BioScrip Infusion Management, LLC
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	BioScrip Pharmacy Services, Inc.
	 	California
	 
	 	 	 	 
	UCC1

	 	Camelot Acquisition Corp.
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Applied Health Care, LLC
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Cedar Creek Home Health Care Agency,
Inc.
	 	Tennessee
	 
	 	 	 	 
	UCC1

	 	Critical Homecare Solutions, Inc.
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Critical Homecare Solutions Holdings,
Inc.
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Deaconess Enterprises, LLC
	 	Ohio
	 
	 	 	 	 
	UCC1

	 	Deaconess HomeCare, LLC
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	East Goshen Pharmacy, Inc.
	 	Pennsylvania
	 
	 	 	 	 
	UCC1

	 	Elk Valley Health Services, Inc.
	 	Tennessee
	 
	 	 	 	 
	UCC1

	 	Elk Valley Home Health Care Agency, Inc.
	 	Tennessee
	 
	 	 	 	 
	UCC1

	 	Elk Valley Professional Affiliates, Inc.
	 	Tennessee
	 
	 	 	 	 
	UCC1

	 	Gericare, Inc.
	 	Tennessee
	 
	 	 	 	 
	UCC1

	 	Infusion Partners, LLC
	 	Ohio







 




			
	* 	 	UCC1 financing statement, fixture filing,
mortgage, intellectual property filing or other necessary filing.





Schedule 1 to Security Agreement





 









 













	 	 	 	 	 
	Type of	 	 	 	 
	Filings*	 	Entity	 	Jurisdictions
	UCC1

	 	Infusion Partners of Brunswick, LLC
	 	Georgia
	 
	 	 	 	 
	UCC1

	 	Infusion Partners of Melbourne, LLC
	 	Georgia
	 
	 	 	 	 
	UCC1

	 	Infusion Solutions, Inc.
	 	New Hampshire
	 
	 	 	 	 
	UCC1

	 	Knoxville Home Therapies, LLC
	 	Tennessee
	 
	 	 	 	 
	UCC1

	 	National Health Infusion, Inc.
	 	Florida
	 
	 	 	 	 
	UCC1

	 	New England Home Therapies, Inc.
	 	Massachusetts
	 
	 	 	 	 
	UCC1

	 	Option Health, Ltd.
	 	Illinois
	 
	 	 	 	 
	UCC1

	 	Professional Homecare Services, Inc.
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Regional Ambulatory Diagnostics, Inc.
	 	Ohio
	 
	 	 	 	 
	UCC1

	 	Scott-Wilson, Inc.
	 	Kentucky
	 
	 	 	 	 
	UCC1

	 	Scott Mississippi Home Health, Inc.
	 	Mississippi
	 
	 	 	 	 
	UCC1

	 	South Mississippi Home Health, Inc. —
Region I
	 	Mississippi
	 
	 	 	 	 
	UCC1

	 	South Mississippi Home Health, Inc. —
Region II
	 	Mississippi
	 
	 	 	 	 
	UCC1

	 	South Mississippi Home Health, Inc. —
Region II
	 	Mississippi
	 
	 	 	 	 
	UCC1

	 	Specialty Pharma, Inc.
	 	Delaware
	 
	 	 	 	 
	UCC1

	 	Wilcox Medical, Inc.
	 	Vermont






 









 





EXHIBIT 1




[Form of]




ISSUER’S ACKNOWLEDGMENT




     The undersigned hereby (i) acknowledges receipt of a copy of that certain security agreement,
dated as of March 25, 2010 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement”; capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Security Agreement), made by
BioScrip, Inc., a Delaware corporation, the Guarantors party thereto and Jefferies Finance LLC, as
Collateral Agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”), (ii) agrees promptly to note on its books the security interests
granted to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it
will comply with instructions of the Collateral Agent or its nominee with respect to the applicable
Securities Collateral without further consent by the applicable Pledgor, (iv) agrees that the
“issuer’s jurisdiction” (as defined in Section 8-110 of the UCC) is the State of New York, U.S.A.,
(v) agrees to notify the Collateral Agent upon obtaining knowledge of any interest in favor of any
person in the applicable Securities Collateral that is adverse to the interest of the Collateral
Agent therein and (vi) waives any right or requirement at any time hereafter to receive a copy of
the Security Agreement in connection with the registration of any Securities Collateral thereunder
in the name of the Collateral Agent or its nominee or the exercise of voting rights by the
Collateral Agent or its nominee.



Issuer’s Acknowledgment







 









 








EXHIBIT 2




[Form of]




SECURITIES PLEDGE AMENDMENT




     This security pledge amendment, dated as of [                                                         
, 20            ] (the “Pledge
Amendment”), is delivered pursuant to Section 5.1 of that certain Security Agreement, dated as
of March 25, 2010 (as amended, amended and restated, supplemented or otherwise modified from time
to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), made by BioScrip, Inc.,
a Delaware corporation, the Guarantors party thereto and Jefferies Finance LLC, as collateral agent
(in such capacity and together with any successors in such capacity, the “Collateral
Agent”). The undersigned hereby agrees that this Pledge Amendment may be attached to the
Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Pledge
Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure
all Secured Obligations.



	 	 	 	 	 
	 	[                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGREED TO AND ACCEPTED:




JEFFERIES FINANCE LLC,

     as Collateral Agent




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Securities Pledge Amendment Page 1 of 2






 









 








PLEDGED SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PERCENTAGE OF	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ALL ISSUED CAPITAL	 
	 	 	 	 	CLASS OF STOCK OR	 	 	 	 	 	 	 	 	 	 	NUMBER OF SHARES OR	 	 	OR OTHER EQUITY	 
	ISSUER	 	 	INTERESTS	 	 	PAR VALUE	 	 	CERTIFICATE NO(S).	 	 	INTERESTS	 	 	INTERESTS OF ISSUER	 





 


INTERCOMPANY NOTES



 


	 	 	 	 	PRINCIPAL	 	 	DATE OF	 	 	 	 	 	 	MATURITY
	ISSUER	 	 	AMOUNT	 	 	ISSUANCE	 	 	INTEREST RATE	 	 	DATE





Securities Pledge Amendment Page 2 of 2




 









 








EXHIBIT 3




[Form of]



JOINDER AGREEMENT




			
	 
	 	[Name of New Pledgor]

[Address of New Pledgor]





[Date]




 






 






 






 





Ladies and Gentlemen:




     Reference is made to that certain Security Agreement, dated as of March 25, 2010 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in the Security Agreement), made by BioScrip, Inc., a Delaware corporation,
the other Guarantors party thereto and Jefferies Finance LLC, as collateral agent (in such capacity
and together with any successors in such capacity, the “Collateral Agent”).



     This joinder agreement supplements the Security Agreement and is delivered by the undersigned,
[                                        ] (the “New Pledgor”), pursuant to Section 3.5 of the Security
Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the
terms, covenants and conditions set forth in the Security Agreement to the same extent that it
would have been bound if it had been a signatory to the Security Agreement on the execution date of
the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the
terms, covenants and conditions applicable to it set forth in the Credit Agreement to the same
extent that it would have been bound if it had been a signatory to the Credit Agreement on the
execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New
Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full,
prompt and complete payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right,
title and interest in, to and under the Pledged Collateral and expressly assumes all obligations
and liabilities of a Guarantor under the Credit Agreement and a Pledgor under the Security
Agreement. The New Pledgor hereby makes each of the representations and warranties and agrees to
each of the covenants applicable to (i) the Pledgors contained in the Security Agreement and the
other Loan Documents and (ii) the Guarantors under the Credit Agreement and the other Loan
Documents.



     Annexed hereto are supplements to each of the Schedules to the Security Agreement and the
Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed
to be part of the Security Agreement or the Credit Agreement, as applicable.



Joinder Agreement Page 1






 









 








     This joinder agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.



     THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CHOICE OF LAW
THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION.



Joinder Agreement Page 2 of 3





 









 








     IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the date first above written.




	 	 	





	 	 	 	 	 
	 	[NEW PLEDGOR]	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title::  	 	 
	 



AGREED TO AND ACCEPTED:




JEFFERIES FINANCE LLC,

     as Collateral Agent




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:	 	 
	 



[Schedules to be attached]




Joinder Agreement Page 3 of 3






 









 








EXHIBIT 4




[Form of]



SECURITIES ACCOUNT CONTROL AGREEMENT





     This SECURITIES ACCOUNT CONTROL AGREEMENT (this “Control Agreement”), dated as of
[                     ___, 20___], by and between [                    ], a [                    ] [
                 
   ] (the
“Pledgor”), Jefferies Finance LLC (the “Collateral Agent”) as
collateral agent for the lenders (the “Lenders”) party to that certain credit agreement
dated as of March 25, 2010 among the Pledgor, certain of the Pledgor’s affiliates, the Collateral
Agent and the Lenders (as amended, restated, supplemented or otherwise modified from time to time
in accordance with its terms, the “Credit Agreement”) and [                    ] in its capacity
as a “securities intermediary” (as defined in Section 8-102 of the UCC) (the “Financial
Institution”), is delivered pursuant to the Credit Agreement and the Security Agreement (as
defined in the Credit Agreement). This Control Agreement is for the purpose of perfecting the
security interests of the Collateral Agent granted by the Pledgor in the Designated Accounts (as
defined below). All references herein to the “UCC” shall mean the Uniform Commercial Code as in
effect from time to time in the State of New York. Terms used but not defined herein that are
defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit
Agreement.



     1. Confirmation of Establishment and Maintenance of Designated Account. The Financial
Institution hereby confirms that (i) the Financial Institution has established for the Pledgor and
maintains the account(s) listed on Schedule 1 attached hereto (such account(s), together
with each such other account maintained by the Pledgor with the Financial Institution collectively,
the “Designated Accounts” and each a “Designated Account”), and (ii) each
Designated Account is a “securities account” as such term is defined in Article 8 of the UCC.



     2. Control. The Collateral Agent shall at all times have “control” (as defined in
Section 8-106 of the UCC) of any Designated Account; provided that unless and until delivery by the
Collateral Agent of Notice of Sole Control pursuant to Section 7(i) hereof to the Financial
Institution, the Pledgor shall have the right from time to time to write checks against and make
withdrawals from and transfers of amounts in the Designated Accounts. From and after delivery by
the Collateral Agent of Notice of Sole Control pursuant to Section 7(i) hereof to the
Financial Institution until such time as the Collateral Agent delivers written notice to the
Financial Institution rescinding such Notice of Sole Control (such period, the “Activation
Period”), the Financial Institution shall comply solely with entitlement orders (as defined in
Section 8-102(a)(8) of the UCC) and instructions originated by the Collateral Agent without further
consent of the Pledgor or any person or entity acting or purporting to act for the Pledgor being
required, including, without limitation, directing disposition of the financial assets in each
Designated Account. Prior to and after the end of any Activation Period, the Financial Institution
shall be entitled to honor the Pledgor’s instructions and directions with respect to any transfer
or withdrawal of financial assets from the Designated Accounts.



     3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial
Institution has or subsequently obtains by agreement, operation of law or otherwise a security
interest in any Designated Account, the Financial Institution hereby agrees that such security
interest shall be subordinate to that of the Secured Parties. The financial assets credited to any
Designated Account will not be subject to deduction, set-off, banker’s lien, or any other right in
favor of any person or entity other than the Secured Parties (except that the Financial Institution
may set off (i) all amounts due to the Financial Institution in respect of its customary fees and
expenses for the routine maintenance and operation of the Designated





 




			
	1.	 	Insert applicable Loan Party.





Securities Account Control Agreement Page 1




 









 







Accounts, including overdraft fees, and (ii) the face amount of any checks or other items
which have been credited to any Designated Account but are subsequently returned unpaid because of
uncollected or insufficient funds).




     4. Choice of Law. Both this Control Agreement and the Designated Account(s) shall be
governed by the law of the State of New York. Regardless of any provision in any other agreement,
for purposes of the UCC, New York shall be deemed to be the “security intermediary’s jurisdiction”
(within the meaning of Section 8-110 of the UCC) and the Designated Account(s) shall be governed by
the law of the State of New York.



     5. Conflict with Other Agreements; Amendments. As of the date hereof, there are no
other agreements entered into between the Financial Institution and the Pledgor with respect to any
Designated Account or any financial assets credited thereto (other than standard and customary
documentation with respect to the establishment and maintenance of such Designated Accounts). The
Financial Institution and the Pledgor will not enter into any other agreement with respect to any
Designated Account unless the Collateral Agent shall have received prior written notice thereof.
The Financial Institution and the Pledgor will not enter into any other agreement with respect to
“control” of the Designated Accounts without the prior written consent of the Collateral Agent
acting in its sole discretion. In the event of any conflict with respect to “control” over any
Designated Account between this Control Agreement (or any portion hereof) and any other agreement
now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No
amendment or modification of this Control Agreement or waiver of any right hereunder shall be
binding on any party hereto unless it is in writing and is signed by all the parties hereto.



     6. Notice of Adverse Claims. Except for the claims and interest of the Secured
Parties and of the Pledgor in the Designated Account(s), the Financial Institution on the date
hereof does not know of any claim to, or security interest in, any Designated Account or in any
financial assets credited thereto and does not know of any claim that any person or entity other
than the Collateral Agent has been given “control” of any Designated Account or any such financial
assets. If any person or entity asserts any lien, encumbrance or adverse claim (including any
writ, garnishment, judgment, warrant of attachment, execution or similar process and any claim of
“control”) against any financial assets credited to any Designated Account, the
Financial Institution will promptly notify the Collateral Agent and the Pledgor thereof.



     7. Maintenance of Designated Accounts. In addition to, and not in lieu of, the
obligation of the Financial Institution agreed in Section 2 hereof, the Financial
Institution agrees to maintain the Designated Accounts as follows:



          (i) Notice of Sole Control. Upon the occurrence and during the continuation of an
Event of Default, the Collateral Agent may deliver to the Financial Institution a notice of sole
control in substantially the form set forth in Exhibit A attached hereto (the “Notice
of Sole Control”) with respect to any Designated Account. If at any time the Collateral Agent
delivers a Notice of Sole Control to the Financial Institution, the Financial Institution agrees
that, after receipt of such notice, it will take all entitlement orders and other instruction with
respect to such Designated Account solely from the Collateral Agent. Without limiting the
generality of the first sentence of this paragraph, upon receipt of a Notice of Sole Control, the
Financial Institution shall follow all instructions given by the Collateral Agent, including,
without limitation, instructions for distribution or transfer of any financial assets in any
Designated Account to be made to the Collateral Agent. No later than 5 Business Days after such
Event of Default shall have ceased to exist in accordance with the terms of the Credit Agreement,
the Collateral Agent shall deliver written notice to the Financial Institution rescinding the
applicable Notice of Sole Control.




Securities Account Control Agreement Page 2





 









 








          (ii) Statements and Confirmations. The Financial Institution will promptly send
copies of all statements and other correspondence (excluding routine confirmations) concerning any
Designated Account to each of the Pledgor and the Collateral Agent at the address set forth in
Section 11 hereof. The Financial Institution will promptly provide to the Collateral Agent
and to the Pledgor, upon the Collateral Agent’s request therefor from time to time and, in any
event as of the last Business Day of each calendar month, a statement of the cash balance and
financial assets in each Designated Account.




     8. Representations, Warranties and Covenants of the Financial Institution. The
Financial Institution hereby makes the following representations, warranties and covenants:



          (i) the Designated Accounts have been established as set forth in Section 1 hereof and
each Designated Account will be maintained in the manner set forth herein until termination of this
Control Agreement. The Financial Institution shall not change the name or account number of any
Designated Account without the prior written consent of the Collateral Agent;




          (ii) the Financial Institution is a “securities intermediary,” as such term is defined in
Section 8-102 of the UCC;




          (iii) all property credited to any Designated Account will be treated as “financial assets,”
as such term is defined in Section 8-102 of the UCC;




          (iv) this Control Agreement is the valid and legally binding obligation of the Financial
Institution, enforceable against the Financial Institution in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law;




          (v) the Financial Institution has not entered into any agreement with any person or entity
pursuant to which it has agreed to comply with any entitlement orders or instructions with respect
to any Designated Account other than the Collateral Agent. Until the termination of this Control
Agreement, the Financial Institution will not, without the written approval of the Collateral
Agent, enter into any agreement with any person or entity pursuant to which it agrees to comply
with any orders or instructions of such person with respect to any Designated Account; and




          (vi) the Financial Institution has not entered into any other agreement with the Pledgor or
either Agent purporting to limit or condition the obligation of the Financial Institution to comply
with any orders or instructions with respect to any Designated Account as set forth in Section
2 hereof.




     9. Indemnification of Financial Institution. The Pledgor and the Collateral Agent
hereby agree that (a) the Financial Institution is released from any and all liabilities to the
Pledgor and the Collateral Agent arising from the terms of this Control Agreement and the Financial
Institution’s compliance with the terms of this Control Agreement, except to the extent that such
liabilities arise from the Financial Institution’s gross negligence or willful misconduct, and (b)
the Pledgor, its successors and assigns shall at all times indemnify and save harmless the
Financial Institution from and against any and all claims, actions and suits of others arising out
of the terms of this Control Agreement or the compliance of the Financial Institution with the
terms hereof, except to the extent that such arises from the Financial Institution’s gross
negligence or willful misconduct, and from and against any and all liabilities, losses, damages,
costs, claims, counsel fees and other expenses of every nature and character arising by reason of
the same, until the termination of this Control Agreement.



Securities Account Control Agreement Page 3





 











 





     10. Successors; Assignment. The terms of this Control Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective successors and
permitted assignees.



     11. Notices. Any notice, request or other communication required or permitted to be
given under this Control Agreement shall be in writing and deemed to have been properly given when
delivered in person, or when sent by facsimile transmission or other electronic means and
electronic confirmation of error free receipt is received or two days after being sent by certified
or registered United States mail, return receipt requested, postage prepaid, addressed to the party
at the address set forth below.



	 	 	 	 	 
	 

	 	Pledgor:
	 	[                                        ]
	 

	 	 	 	Attention:
	 

	 	 	 	Facsimile No:
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	[                                        ]
	 

	 	 	 	Attention:
	 

	 	 	 	Facsimile No:
	 
	 	 	 	 
	 

	 	Financial Institution:
	 	[                                        ]
	 

	 	 	 	[                                        ]
	 

	 	 	 	[                                        ]
	 

	 	 	 	[                                        ]

Attention:
	 

	 	 	 	Facsimile No:
	 
	 	 	 	 
	 

	 	Collateral Agent:	 	 
	 

	 	 	 	Jefferies Finance LLC
	 

	 	 	 	520 Madison Avenue
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: Account Manager — BioScrip
	 

	 	 	 	Facsimile No: (212) 284-3444





Any party may change its address for notices in the manner set forth above.




     12. Termination. The rights and powers granted herein to the Collateral Agent have
been granted in order to perfect the security interests of the Secured Parties in the Designated
Accounts and are powers coupled with an interest that will be affected neither by the bankruptcy of
the Pledgor nor by the lapse of time. The obligations of the Financial Institution hereunder shall
continue in effect until the termination of the security interests of the Secured Parties with
respect to the Designated Account(s) and the Collateral Agent has notified the Financial
Institution of such termination in writing.



     13. Severability. If any term or provision set forth in this Control Agreement shall
be invalid or unenforceable, the remainder of this Control Agreement, other than those provisions
held invalid or unenforceable, shall be construed in all respects as if such invalid or
unenforceable term or provision were omitted.



     14. Counterparts. This Control Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Control



Securities Account Control Agreement Page 4




 









 







Agreement by signing and delivering one or more counterparts. Delivery of an executed
counterpart of this Control Agreement by facsimile or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this Control Agreement.




[Signature page follows]




Securities Account Control Agreement Page 5




 









 








	 	 	 	 	 
	 	[_____________________]2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JEFFERIES FINANCE LLC,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[_______________], as Financial Institution

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2. 	 	Insert applicable Loan Party.





Securities Account Control Agreement Page 6




 









 








SCHEDULE 1




Designated Account(s)




Securities Account Control Agreement Page 7




 









 








EXHIBIT A




[Letterhead of Jefferies Finance LLC]




[Date]




[Financial Institution]

[Address]



Attention: ________________________




Re: Notice of Sole Control



Ladies and Gentlemen:





     As referenced in Section 7(i) of the Securities Account Control Agreement dated as of
[_________ ______, 20___], among [applicable Pledgor]3, us and you (the
“Control Agreement”; capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Control Agreement) (a copy of which is attached), we
hereby give you notice of our sole control over the Designated Account(s), account number(s):
_____________________(the “Specified Designated Accounts”). You are hereby
instructed not to accept any entitlement orders or any other order, direction or instructions with
respect to the Specified Designated Accounts or any financial assets credited thereto from any
person or entity other than the undersigned, unless otherwise ordered by a court of competent
jurisdiction.



     You are instructed to deliver a copy of this notice by facsimile transmission to [applicable
Pledgor].



	 	 	 	 	 
	 	Very truly yours,



JEFFERIES FINANCE LLC, as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: [applicable Pledgor]






 




			
	3. 	 	Insert applicable Loan Party.





Exhibit A to Securities Account Control Agreement





 











 





EXHIBIT 5




[Form of]




DEPOSIT ACCOUNT CONTROL AGREEMENT



     This DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Control Agreement”), dated as of
[                    
___, 20___], by and among [                    ]1, a [                
 ] [                    ] (the
“Pledgor”), Jefferies Finance LLC (the “Collateral Agent”) as collateral agent for
the lenders (the “Lenders”) party to that certain credit agreement dated as of March 25,
2010 among the Pledgor, certain of the Pledgor’s affiliates, the Collateral Agent and the Lenders
(as amended, restated, supplemented or otherwise modified from time to time in accordance with its
terms, the “Credit Agreement”) and [                                        ] in its capacity as a “bank” as defined
in Section 9-102 of the UCC (the “Financial Institution”), is delivered pursuant to the
Credit Agreement and the Security Agreement (as defined in the Credit Agreement). This Control
Agreement is for the purpose of perfecting the security interests of the Collateral Agent granted
by the Pledgor in the Designated Accounts (as defined below). All references herein to the “UCC”
shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Credit Agreement.



     1. Confirmation of Establishment and Maintenance of Designated Account. The Financial
Institution hereby confirms that (i) the Financial Institution has established for the Pledgor and
maintains the deposit account(s) listed on Schedule 1 attached hereto (such deposit
account(s), together with each such other deposit account maintained by the Pledgor with the
Financial Institution collectively, the “Designated Accounts” and each a “Designated
Account”), and (ii) each Designated Account is a “deposit account” as such term is defined in
Article 9 of the UCC.



     2. Control. The Collateral Agent shall at all times have “control” (as defined in
Section 9-104 of the UCC) of any Designated Account; provided that unless and until delivery by the
Collateral Agent of Notice of Sole Control pursuant to Section 7(i) hereof to the Financial
Institution, the Pledgor shall have the right from time to time to write checks against and make
withdrawals from and transfers of amounts in the Designated Accounts. From and after delivery by
the Collateral Agent of Notice of Sole Control pursuant to Section 7(i) hereof to the
Financial Institution until such time as the Collateral Agent delivers written notice to the
Financial Institution rescinding such Notice of Sole Control (such period, the “Activation
Period”), the Financial Institution shall comply solely with instructions originated by the
Collateral Agent without further consent of the Pledgor or any person or entity acting or
purporting to act for the Pledgor being required, including, without limitation, directing
disposition of the funds in each Designated Account. Prior to and after the end of any Activation
Period, the Financial Institution shall be entitled to honor the Pledgor’s instructions and
directions with respect to any transfer or withdrawal of funds from the Designated Accounts.



     3. Subordination of Lien; Waiver of Set-Off. In the event that the Financial
Institution has or subsequently obtains by agreement, operation of law or otherwise a security
interest in any Designated Account, the Financial Institution hereby agrees that such security
interest shall be subordinate to that of the Collateral Agent. The funds deposited into any
Designated Account will not be subject to deduction, set-off, banker’s lien, or any other right in
favor of any person or entity other than the Secured Parties (except that the Financial Institution
may set off (i) all amounts due to the Financial Institution in respect of its customary fees and
expenses for the routine maintenance and operation of the Designated Accounts, including overdraft
fees, and (ii) the face amount of any checks or other items which have been credited





 




			
	1.	 	Insert applicable Loan Party.





Deposit Account Control Agreement Page 1






 









 







to any Designated Account but are subsequently returned unpaid because of uncollected or
insufficient funds).




     4. Choice of Law. Both this Control Agreement and the Designated Account(s) shall be
governed by the law of the State of New York. Regardless of any provision in any other agreement,
for purposes of the UCC, New York shall be deemed to be the “bank’s jurisdiction” (within the
meaning of Section 9-304 of the UCC) and the Designated Account(s) shall be governed by the law of
the State of New York.



     5. Conflict with Other Agreements; Amendments. As of the date hereof, there are no
other agreements entered into between the Financial Institution and the Pledgor with respect to any
Designated Account or any funds credited thereto (other than standard and customary documentation
with respect to the establishment and maintenance of such Designated Accounts). The Financial
Institution and the Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice thereof. The
Financial Institution and the Pledgor will not enter into any other agreement with respect to
“control” of the Designated Accounts without the prior written consent of the Collateral Agent
acting in its sole discretion. In the event of any conflict with respect to “control” over any
Designated Account between this Control Agreement (or any portion hereof) and any other agreement
now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No
amendment or modification of this Control Agreement or waiver of any right hereunder shall be
binding on any party hereto unless it is in writing and is signed by all the parties hereto.



     6. Notice of Adverse Claims. Except for the claims and interest of the Collateral
Agent and of the Pledgor in the Designated Account(s), the Financial Institution on the date hereof
does not know of any claim to, or security interest in, any Designated Account or in any funds
credited thereto and does not know of any claim that any person or entity other than the Collateral
Agent has been given “control” of any Designated Account or any such funds. If any person or
entity asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process and any claim of “control”) against any funds
in any Designated Account, the Financial Institution will promptly notify the Collateral Agent and
the Pledgor thereof.



     7. Maintenance of Designated Accounts. In addition to, and not in lieu of, the
obligation of the Financial Institution agreed in Section 2 hereof, the Financial
Institution agrees to maintain the Designated Accounts as follows:



          (i) Notice of Sole Control. Upon the occurrence and during the continuation of an
Event of Default, the Collateral Agent may deliver to the Financial Institution a notice of sole
control in substantially the form set forth in Exhibit A attached hereto (the “Notice
of Sole Control”) with respect to any Designated Account. If at any time the Collateral Agent
delivers a Notice of Sole Control to the Financial Institution, the Financial Institution agrees
that, after receipt of such notice, it will take all instruction with respect to such Designated
Account solely from the Collateral Agent. Without limiting the generality of the first sentence of
this paragraph, upon receipt of a Notice of Sole Control, the Financial Institution shall follow
all instructions given by the Collateral Agent, including, without limitation, instructions for
distribution or transfer of any funds in any Designated Account to be made to the Collateral Agent.
No later than 5 Business Days after such Event of Default shall have ceased to exist in accordance
with the terms of the Credit Agreement, the Collateral Agent shall deliver written notice to the
Financial Institution rescinding the applicable Notice of Sole Control.




          (ii) Statements and Confirmations. The Financial Institution will promptly send
copies of all statements and other correspondence (excluding routine confirmations) concerning any




Deposit Account Control Agreement Page 2






 









 







Designated Account to each of the Pledgor and the Collateral Agent at the address set forth in
Section 11 hereof. The Financial Institution will promptly provide to the Collateral Agent
and to the Pledgor, upon the Collateral Agent’s request therefor from time to time and, in any
event as of the last Business Day of each calendar month, a statement of the cash balance in each
Designated Account.




     8. Representations, Warranties and Covenants of the Financial Institution. The
Financial Institution hereby makes the following representations, warranties and covenants:



          (i) The Designated Accounts have been established as set forth in Section 1 hereof and
each Designated Account will be maintained in the manner set forth herein until termination of this
Control Agreement. The Financial Institution shall not change the name or account number of any
Designated Account without the prior written consent of the Collateral Agent.




          (ii) The Financial Institution is a “bank,” as such term is defined in Section 9-102(a)(8) of
the UCC.




          (iii) This Control Agreement is the valid and legally binding obligation of the Financial
Institution enforceable against the Financial Institution in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or law .




          (iv) The Financial Institution has not entered into any agreement with any person or entity
pursuant to which it has agreed to comply with any orders or instructions with respect to any
Designated Account other than the Collateral Agent. Until the termination of this Control
Agreement, the Financial Institution will not, without the written approval of the Collateral
Agent, enter into any agreement with any person or entity pursuant to which it agrees to comply
with any orders or instructions of such person or entity with respect to any Designated Account.




          (v) The Financial Institution has not entered into any other agreement with the Pledgor or the
Collateral Agent purporting to limit or condition the obligation of the Financial Institution to
comply with any orders or instructions with respect to any Designated Account as set forth in
Section 2 hereof.




     9. Indemnification of Financial Institution. The Pledgor and the Collateral Agent
hereby agree that (a) the Financial Institution is released from any and all liabilities to the
Pledgor and the Collateral Agent arising from the terms of this Control Agreement and the Financial
Institution’s compliance with the terms of this Control Agreement, except to the extent that such
liabilities arise from the Financial Institution’s gross negligence or willful misconduct, and
(b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the
Financial Institution from and against any and all claims, actions and suits of others arising out
of the terms of this Control Agreement or the compliance of the Financial Institution with the
terms hereof, except to the extent that such arises from the Financial Institution’s gross
negligence or willful misconduct, and from and against any and all liabilities, losses, damages,
costs, claims, counsel fees and other expenses of every nature and character arising by reason of
the same, until the termination of this Control Agreement.



     10. Successors; Assignment. The terms of this Control Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective successors and
permitted assignees.



     11. Notices. Any notice, request or other communication required or permitted to be
given under this Control Agreement shall be in writing and deemed to have been properly given when
delivered



Deposit Account Control Agreement Page 3






 









 







in person, or when sent by facsimile transmission or other electronic means and electronic
confirmation of error free receipt is received or two days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid, addressed to the party at
the address set forth below.




	 	 	 	 	 
	 

	 	Pledgor:
	 	[                                        ]
	 
	 	 	 	 
	 

	 	 	 	Attention:
	 

	 	 	 	Facsimile No:
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	[                                        ]
	 

	 	 	 	Attention:
	 

	 	 	 	Facsimile No:
	 
	 	 	 	 
	 

	 	Financial Institution:
	 	[                                        ]
	 
	 	 	 	 
	 

	 	 	 	[                                        ]
	 

	 	 	 	[                                        ]
	 

	 	 	 	[                                        ]
	 

	 	 	 	Attention:
	 

	 	 	 	Facsimile No:
	 

	 	 	 	Telephone:
	 
	 	 	 	 
	 

	 	Collateral Agent:	 	 
	 
	 	 	 	 
	 

	 	 	 	Jefferies Finance LLC
	 

	 	 	 	520 Madison Avenue
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: Account Manager — BioScrip
	 

	 	 	 	Facsimile No: (212) 284-3444





Any party may change its address for notices in the manner set forth above.




     12. Termination. The rights and powers granted herein to the Collateral Agent have
been granted in order to perfect the security interests of the Secured Parties in the Designated
Accounts and are powers coupled with an interest that will be affected neither by the bankruptcy of
the Pledgor nor by the lapse of time. The obligations of the Financial Institution hereunder shall
continue in effect until the termination of the security interests of the Secured Parties with
respect to the Designated Account(s) and the Collateral Agent has notified the Financial
Institution of such termination in writing.



     13. Severability. If any term or provision set forth in this Control Agreement shall
be invalid or unenforceable, the remainder of this Control Agreement, other than those provisions
held invalid or unenforceable, shall be construed in all respects as if such invalid or
unenforceable term or provision were omitted.



     14. Counterparts. This Control Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may
execute this Control Agreement by signing and delivering one or more counterparts. Delivery of an
executed counterpart of this Control Agreement by facsimile or other electronic transmission shall
be effective as delivery of a manually executed counterpart of this Control Agreement.



Deposit Account Control Agreement Page 4






 









 








	 	 	 	 	 
	 	[                                                            ]2

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JEFFERIES FINANCE LLC,

as Collateral Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                                        ], as Financial Institution

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2. 	 	Insert applicable Loan Party.





Deposit Account Control Agreement Page 5






 









 








SCHEDULE 1




Designated Account(s)



Schedule 1 to Deposit Account Control Agreement





 











 





EXHIBIT A




[Letterhead of Jefferies Finance LLC]



[Date]




[Financial Institution]

[Address]



Attention:                                         




Re: Notice of Sole Control



Ladies and Gentlemen:




     As referenced in Section 7(i) of the Deposit Account Control Agreement, dated as of
[                    
___, 20___], among [applicable Pledgor], us and you (the “Control
Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Control Agreement) (a copy of which is attached), we hereby give you notice of
our sole control over the Designated Account(s), account number(s):                                         
(the “Specified Designated Accounts”). You are hereby instructed not to accept any
direction or instructions with respect to the Specified Designated Accounts or any funds credited
thereto from any person or entity other than the undersigned, unless otherwise ordered by a court
of competent jurisdiction.



     You are instructed to deliver a copy of this notice by facsimile transmission to [applicable
Pledgor].



	 	 	 	 	 
	 	Very truly yours,



JEFFERIES FINANCE LLC,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc:       [applicable Pledgor]



Exhibit A to Deposit Account Control Agreement






 









 








EXHIBIT 6




[Form of]




COPYRIGHT SECURITY AGREEMENT




     This copyright security agreement (this “Copyright Security Agreement”), dated as of
[                     ___, 20___], by BioScrip, Inc., a Delaware corporation (the “Borrower”), and
each Guarantor listed on Schedule 1 hereto (collectively, the “Original
Guarantors,” and, together with the Borrower, the “Pledgors”), in favor of Jefferies
Finance LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”)
pursuant to that certain credit agreement, dated as of March 25, 2010 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).



W I T N E S S E T H:




     WHEREAS, Pledgors are party to a Security Agreement of even date with the Credit Agreement
(the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors
are required to execute and deliver this Copyright Security Agreement;



     NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the
ratable benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:



     SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.



     SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a lien on
and security interest in and to all of its right, title and interest in, to and under all the
following Pledged Collateral of such Pledgor (collectively, the “Copyright Collateral”):



     (a) Copyrights of such Pledgor listed on Schedule 21 attached hereto; and



     (b) all Proceeds of any and all of the foregoing (other than Excluded Property).



     SECTION 3. Security Agreement. The security interest granted pursuant to this
Copyright Security Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement, and the Pledgors hereby acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the security interest in the
Copyright Collateral made and granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall control unless the
Collateral Agent shall otherwise determine.



     SECTION 4. Termination. Upon the full payment and performance of the Secured
Obligations (other than contingent indemnification obligations that, pursuant to the provisions of
the Credit Agreement or the Security Documents, survive the termination thereof), upon written
request of the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgors an instrument in





 




			
	1.	 	List the Copyrights identified in the
Perfection Certificate.




Copyright Security Agreement Page 1 of 7




 









 







writing in recordable form releasing the collateral pledge, grant, assignment, lien and
security interest in the Copyrights under this Copyright Security Agreement.




[Signature Page Follows]



Copyright Security Agreement Page 2 of 7




 









 








     IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized offer as of the date first set forth above.



	 	 	 	 	 
	 	[PLEDGORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[ORIGINAL GUARANTORS]2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	This agreement needs to be executed only by
any Guarantor that owns Copyright Collateral.




Copyright Security Agreement Page 3 of 7




 









 








	 	 	 	 	 
	JEFFERIES FINANCE LLC,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





Copyright Security Agreement Page 4 of 7







 









 








SCHEDULE 1

to

COPYRIGHT SECURITY AGREEMENT




ORIGINAL GUARANTORS



	 	 	 
	NAME

	 	ADDRESS
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 




SCHEDULE 1 to Copyright Security Agreement




 









 








SCHEDULE 2

to

COPYRIGHT SECURITY AGREEMENT




COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS


Copyright Registrations:




	 	 	 	 	 
	OWNER	 	REGISTRATION NUMBER	 	TITLE
	 
	 
	 	 	 	 
	 




Copyright Applications:




	 	 	 	 	 
	OWNER	 	APPLICATION NUMBER	 	TITLE
	 
	 
	 	 	 	 
	 




SCHEDULE 2 to Copyright Security Agreement






 









 








EXHIBIT 7




[Form of]



PATENT SECURITY AGREEMENT




     This patent security agreement (this “Patent Security Agreement”), dated as of
[                     ___, 20___], by BioScrip, Inc., a Delaware corporation (the “Borrower”), and
each Guarantor listed on Schedule 1 hereto (collectively, the “Original
Guarantors,” and, together with the Borrower, the “Pledgors”), in favor of Jefferies
Finance LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”)
pursuant to that certain credit agreement, dated as of March 25, 2010 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).



W I T N E S S E T H:




     WHEREAS, the Pledgors are party to a Security Agreement of even date with the Credit Agreement
(the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors
are required to execute and deliver this Patent Security Agreement;



     NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the
ratable benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:



     SECTION
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.



     SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a lien on
and security interest in and to all of its right, title and interest in, to and under all the
following Pledged Collateral of such Pledgor (collectively, the “Patent Collateral”):



     (a) Patents of such Pledgor listed on Schedule 21 attached hereto; and



     (b) all Proceeds of any and all of the foregoing (other than Excluded Property)



     SECTION 3. Security Agreement. The security interest granted pursuant to this Patent
Security Agreement is granted in conjunction with the security interest granted to the Collateral
Agent pursuant to the Security Agreement, and the Pledgors hereby acknowledge and affirm that the
rights and remedies of the Collateral Agent with respect to the security interest in the Patent
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein. In the
event that any provision of this Patent Security Agreement is deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall
otherwise determine.



     SECTION 4. Termination. Upon the full payment and performance of the Secured
Obligations (other than contingent indemnification obligations that, pursuant to the provisions of
the Credit Agreement or the Security Documents, survive the termination thereof), upon written
request of the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the
Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Patents under this Patent Security Agreement.





 




			
	1	 	List the Patents identified in the Perfection
Schedule.




Patent Security Agreement Page 1 of 7





 









 








[Signature Page Follows]



Patent Security Agreement Page 2 of 7





 









 








     IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized offer as of the date first set forth above.



	 	 	 	 	 
	 	[PLEDGORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[ORIGINAL GUARANTORS]2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	This agreement needs to be executed by any
Guarantor that owns Patent Collateral.




Patent Security Agreement Page 3 of 7




 









 








	 	 	 	 	 
	Accepted and Agreed:	 	 
	 
	JEFFERIES FINANCE LLC,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





Patent Security Agreement Page 4 of 7






 









 








SCHEDULE 1

to

PATENT SECURITY AGREEMENT




ORIGINAL GUARANTORS



	 	 	 
	NAME	 	ADDRESS
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 




SCHEDULE 1 to Patent Security Agreement






 









 








SCHEDULE 2

to

PATENT SECURITY AGREEMENT




ISSUED PATENTS AND APPLICATIONS


Issued Patents:




	 	 	 	 	 
	OWNER	 	REGISTRATION NUMBER	 	TITLE
	 
	 
	 	 	 	 
	 




Patent Applications:




	 	 	 	 	 
	OWNER	 	APPLICATION NUMBER	 	TITLE
	 
	 
	 	 	 	 
	 





     SCHEDULE 2 to Patent Security Agreement



 









 





EXHIBIT 8




[Form of]



TRADEMARK SECURITY AGREEMENT




     This trademark security agreement (this “Trademark Security Agreement”), dated as of
[                     ___, 20___], by BioScrip, Inc., a Delaware corporation (the “Borrower”), and
each Guarantor listed on Schedule 1 hereto (collectively, the “Original
Guarantors,” and, together with the Borrower, the “Pledgors”), in favor of Jefferies
Finance LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”)
pursuant to that certain credit agreement, dated as of March 25, 2010 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).



W I T N E S S E T H:




     WHEREAS, the Pledgors are party to a Security Agreement of even date with the Credit Agreement
(the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors
are required to execute and deliver this Trademark Security Agreement;



     NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the
ratable benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby
agree with the Collateral Agent as follows:



     SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the Security Agreement.



     SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties a lien on
and security interest in and to all of its right, title and interest in, to and under all the
following Pledged Collateral of such Pledgor (collectively, the “Trademark Collateral”):



     (a) Trademarks
of such Pledgor listed on Schedule 21 attached hereto;



     (b) all Goodwill associated with such Trademarks; and



     (c) all Proceeds of any and all of the foregoing (other than Excluded Property).



     SECTION 3. Security Agreement. The security interest granted pursuant to this
Trademark Security Agreement is granted in conjunction with the security interest granted to the
Collateral Agent pursuant to the Security Agreement, and the Pledgors hereby acknowledge and affirm
that the rights and remedies of the Collateral Agent with respect to the security interest in the
Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement,
the terms and provisions of which are incorporated by reference herein as if fully set forth
herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall control unless the
Collateral Agent shall otherwise determine.



     SECTION 4. Termination. Upon the full payment and performance of the Secured
Obligations (other than contingent indemnification obligations that, pursuant to the provisions of
the Credit





 




			
	1	 	List the Trademarks identified in the
Perfection Certificate.




Trademark Security Agreement Page 1 of 7




 









 







Agreement or the Security Documents, survive the termination thereof), upon written request of
the Borrower, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an
instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien
and security interest in the Trademarks under this Trademark Security Agreement.




[Signature Page Follows]



Trademark Security Agreement Page 2 of 7




 









 








     IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be
executed and delivered by its duly authorized offer as of the date first set forth above.



	 	 	 	 	 
	 	[PLEDGORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[ORIGINAL GUARANTORS]2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	This Agreement needs to be executed by any
Guarantor that owns Trademark Collateral.




Trademark Security Agreement Page 3 of 7





 









 








	 	 	 	 	 
	Accepted and Agreed:	 	 
	 
	 	 	 	 
	JEFFERIES FINANCE LLC,	 	 
	as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





Trademark Security Agreement Page 4 of 7







 









 








SCHEDULE 1

to

TRADEMARK SECURITY AGREEMENT




ORIGINAL GUARANTORS



	 	 	 
	NAME	 	ADDRESS
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 




SCHEDULE 1 to Trademark Security Agreement






 









 








SCHEDULE 2

to

TRADEMARK SECURITY AGREEMENT




TRADEMARK REGISTRATIONS AND APPLICATIONS


Trademark Registrations:




	 	 	 	 	 
	OWNER	 	REGISTRATION NUMBER	 	TITLE
	 
	 
	 	 	 	 
	 




Trademark Applications:




	 	 	 	 	 
	OWNER	 	APPLICATION NUMBER	 	TITLE
	 
	 
	 	 	 	 
	 




SCHEDULE 2 to Trademark Security Agreement






 









 








EXHIBIT 9




[Form of]




LOCKBOX AGREEMENT



[Date]


Ladies and Gentlemen:




     1. [NAME OF BANK], (“Bank”) is advised that [                    ]12, a
[                    ] [                    ] (the “Pledgor”) has entered into (i) that certain credit
agreement, dated as of March 25, 2010 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the Credit Agreement”), by and among BioScrip, Inc., each of
the guarantors listed on the signature pages thereto, the lenders from time to time party thereto
and the several agents party thereto, including Jefferies Finance LLC, as collateral agent (in such
capacity, the “Collateral Agent”) and (ii) that certain Security Agreement, dated as of
March 25, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to
time, the “Security Agreement”), pursuant to which the Pledgor has granted to the
Collateral Agent a first priority security interest in, among other things, the accounts receivable
of the Pledgor and all proceeds thereof. In connection with the above-referenced financing
arrangements, the Pledgor has agreed that all collections and proceeds of the Pledgor’s accounts
receivable and other remittances made by account debtors in payment of accounts receivable of the
Pledgor be made to a lockbox and remitted in kind to the Collateral Agent. Terms used but not
defined herein that are defined in the Credit Agreement shall have the meanings assigned to such
terms in the Credit Agreement.



     2. The Pledgor and Bank hereby confirm to the Collateral Agent that post office box
number                      under the sole dominion and control of the Pledgor (the “Lockbox”) has been
established by the Pledgor and that Bank will have complete access to the items deposited in the
Lockbox at all times. The parties hereto agree and acknowledge that the Lockbox is established
solely for the purpose of receiving all checks and other forms of payment, amounts and cash from
the Medicare and Medicaid programs and other governmental healthcare payors (“Governmental
Payors”).13 The Pledgor and Bank hereby represent and warrant to the Collateral
Agent that a special, separate account number                      under the sole
dominion and control of the Pledgor (the “Lockbox Account”) has been established solely for
the purpose of (i) depositing checks and all other forms of payment, amounts and cash received in
the Lockbox, and (ii) receiving electronic fund transfers from Governmental Payors. All fees,
costs and expenses charged by Bank for the Lockbox and the Lockbox Account shall be in accordance
with Bank’s customary practices and shall be payable by the Pledgor. Except as expressly provided
for elsewhere in this Lockbox Agreement (this “Agreement”), the Collateral Agent shall not
bear any responsibility for such amounts.



     3. The Pledgor hereby directs Bank to take the necessary steps to process for the collection
and deposit into the Lockbox Account any and all checks, items and forms of payment or other cash
items that are acceptable for collection through the Federal Reserve System and all items of
payment received or at any time that are in the Lockbox (collectively, “Checks”) on at
least a daily basis on each Business Day, in accordance with Section 10 below. For
purposes of this Agreement, a “Business Day” is any day other than a Saturday, Sunday or
other day on which Bank is or is authorized or required by law to be closed. Bank acknowledges
that the Pledgor has granted the Collateral Agent a first priority lien against and security
interest in and to, and the Pledgor hereby affirms that it grants such lien and security interest





 




			
	12	 	Insert applicable Loan Party.
	 
	13	 	NOTE: Discuss post-closing items.




Lockbox Agreement Page 1




 









 







to the Collateral Agent in and to, the Lockbox, Lockbox Account and all Checks, amounts, cash,
funds and other items from time to time in the Lockbox and/or in Lockbox Account, and all
remittances and the proceeds thereof, and Bank hereby waives any and all rights of setoff or
banker’s lien or other like or similar right it may now have or hereafter acquire against or with
respect to the Pledgor or any of the foregoing, except with respect to (i) any returned or
uncollected Checks originally deposited into the Lockbox Account to the extent that the Collateral
Agent received value for such Checks, or (ii) to the Bank’s customary service charges that are
directly and solely related to the Lockbox and/or Lockbox Account. The Pledgor agrees that all
Governmental Payors have been, or will be, instructed by the Pledgor to remit all items to be
processed through the Lockbox to the P.O. Box address for the Lockbox, or, if payments are made
electronically, to make such payments directly to the Lockbox Account. The Pledgor shall
immediately forward all payments and amounts that it receives from Governmental Payors to the
Lockbox. Each remittance will be processed pursuant to this Agreement (subject to Bank’s right to
forward such item to the Collateral Agent for inspection and instructions before such item is
processed).




     4. (a) All proceeds of Checks deposited in the Lockbox Account from time to time, together
with all other funds, amounts, payments and cash received by the Bank in the Lockbox, the Lockbox
Account or otherwise from Governmental Payors of the Pledgor via wire transfer, ACH or otherwise,
shall be held for the benefit of and subject to the first priority lien and security interest of
the Collateral Agent in such Checks and other items and proceeds of such Checks and other items,
and, without limiting any other provision of this Agreement, all such proceeds shall be available
for transfer to the Collateral Agent in accordance with this Agreement.



          (b) The processing of Checks for collection by Bank is subject to the same terms and
conditions that apply to deposits of Checks received directly from business customers for deposit
in Bank’s regular demand deposit accounts.




          (c) Withdrawals or transfers from the Lockbox Account shall not at any time exceed the
collected or available funds in the Lockbox Account, as determined by Bank’s current availability
schedule. If, however, there is any transfer from the Lockbox Account to the Concentration Account
(as defined below) that exceeds the collected or available funds at the end of a Business Day, then
Bank may reduce any following day’s transfer total by the amount of any returned or uncollected
Checks so long as notice of such reduction is given to the Collateral Agent and the Pledgor
concurrently with such reduction. In all instances, the Pledgor shall remain liable to Bank for
such returned or uncollected Checks. In no instance shall Bank reduce any day’s collections to the
Lockbox Account, or transfers from such account to the Concentration Account, due to any activity
or returned or uncollected items arising out of or in connection with any other account of the
Pledgor at Bank or obligation of the Pledgor to Bank.




          (d) If the Pledgor fails to reimburse Bank for such returned or uncollected Checks and the
available funds in the Lockbox Account and all other separate account(s) of the Pledgor are
insufficient for such reimbursement, then (after Bank has exhausted its efforts to collect such
funds from the Pledgor) the Collateral Agent will indemnify and hold Bank harmless only for the
amount of any returned or uncollected Checks and only to the extent that the Collateral Agent
received payment in respect of such Checks; provided that no such indemnification shall be required
to the extent that the amounts giving rise to such indemnification claim resulted from the
negligence or willful misconduct of Bank as finally judicially determined by a court of competent
jurisdiction. Such indemnity shall be paid by the Collateral Agent paying to Bank the amount of
the returned or uncollected Checks.




     5. The Pledgor shall pay the charges in effect from time to time of Bank for the performance
of the services set forth in this Agreement and for any other charges in connection with this
Agreement. Bank’s charges shall be billed directly to the Pledgor in accordance with its normal
practice. Charges, fees or other obligations of the Pledgor due to Bank for services provided by
Bank, other than those


Lockbox Agreement Page 2




 









 







directly and solely related to the Lockbox and/or the Lockbox Account, may not in any event be
debited to the Lockbox Account or Concentration Account or items in the Lockbox.




     6. Subject to applicable federal and state law, the Pledgor hereby irrevocably makes,
constitutes and appoints Bank (and all persons designated by Bank for that purpose) as the
Pledgor’s true and lawful attorney and agent-in-fact to endorse the Pledgor’s name on all Checks
payable to any the Pledgor (or any reasonable variation of their names) with the endorsement
“Credit to the account of within named payee without prejudice.” Bank’s appointment as agent to
endorse such Checks is for the specific, limited and restricted purpose of endorsement for deposit
as described above and at no time shall be interpreted as authorizing Bank as such agent to commit
the Pledgor or the Collateral Agent to acceptance of any legend of any kind, nature or description
appearing on such Checks.



     7. Notwithstanding anything to the contrary herein or in the Loan Documents or otherwise, Bank
shall not offset, charge, deduct or otherwise withdraw funds from the Lockbox and/or Lockbox
Account, except as expressly permitted hereunder, until it has been advised in writing by the
Collateral Agent that all of the Pledgor’s obligations under the Credit Agreement and the other
Loan Documents are indefeasibly paid in full in cash and the commitments under the Credit Agreement
are terminated.



     8. Bank will exercise ordinary care in the performance of its services under this Agreement,
and shall be liable to the Collateral Agent or the Pledgor only for losses caused by the negligence
or willful misconduct of Bank or its agents, directors, officers or employees. Each of the Pledgor
and the Collateral Agent agree that Bank shall not be liable for any damage or loss to it for any
delay or failure in performance arising out of the acts or omissions of any third parties,
including, but not limited to, various communications services, courier services, the Federal
Reserve System, any other bank or any third party that may be affected by funds transactions, fire,
mechanical, computer or electrical failures or other unforeseen contingencies, strikes or any
similar or dissimilar cause beyond the reasonable control of Bank.



     IN ANY EVENT, BANK WILL NOT BE DEEMED TO BE OBLIGATED, LIABLE OR ACCOUNTABLE UPON OR UNDER ANY
GUARANTY, REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, ARISING BY OPERATION OF LAW OR
OTHERWISE, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR USE, IN ANY MANNER OR FORM BEYOND THE
OBLIGATIONS, REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN THIS AGREEMENT. THE PLEDGOR AND THE
COLLATERAL AGENT AGREE THAT IN NO EVENT SHALL BANK BE LIABLE FOR LOSS OF PROFITS, INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES, EVEN IF BANK IS SPECIFICALLY ADVISED OR AWARE OF SUCH POSSIBILITY.



     9. It is understood that the services contemplated by this Agreement are provided as a
convenience to the Pledgor. In consideration thereof, the Pledgor shall indemnify and hold each of
Bank and the Collateral Agent harmless from any and all liability, claims, losses, and demands
whatsoever, including, without limitation, reasonable legal fees and expenses, however arising or
incurred, because of or in connection with Bank’s performance of this Agreement and the transfer of
funds contemplated under this Agreement, except those arising directly as a result of Bank’s or the
Collateral Agent’s or their respective agents, directors, officers or employees’, as applicable,
negligence or willful misconduct as finally judicially determined by a court of competent
jurisdiction.



     10. The Pledgor hereby directs Bank to, and the Pledgor and Bank hereby agree that, on each
Business Day (and without requiring further consent by the Pledgor or any other person or entity)
Bank shall (i) open the mail delivered to the Lockbox and deposit on a daily basis all Checks and
other forms of payment, funds, cash and other items contained therein into the Lockbox Account and
(ii) wire transfer to the Collateral Agent in immediately available funds all funds and amounts on
deposit in the Lockbox Account as of the close of the immediately preceding Business Day, including
without limitation, all


Lockbox Agreement Page 3





 









 







Checks and amounts transferred from the Lockbox by the Bank and all electronic payments
received in the Lockbox Account from obligors of the Pledgor via wire or ACH transfer. The wire
and ACH transfers shall be made to the following account of the Collateral Agent (the
“Concentration Account”):




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Collateral Agent:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Account:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	ABA:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Reference:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 




The Pledgor may modify these written directions by written notice to Bank, provided that any
modification to the directions set forth herein shall not become effective until five Business Days
after Bank has delivered a copy of such written notice to the Collateral Agent by facsimile or
overnight delivery service in accordance with and to the address shown in Section 13 below.
Any changes to the directions set forth herein, and any other instructions with respect to the
Lockbox Account or Lockbox, shall be honored by Bank only if the Pledgor and Bank each have
complied with the provisions of this Section 10. Bank acknowledges all of the provisions
of this Agreement and that it will follow only the directions of the Pledgor that are given in
accordance with the terms and provisions of this Agreement.




     11. The Pledgor authorizes Bank, and Bank agrees, to give the Collateral Agent access to view
all Lockbox Account activity via on-line and web access and to mail to the Collateral Agent at
least once a month (or more times per month upon the Collateral Agent’s request) copies of all
Lockbox Account statements.



     12. This Agreement shall continue in full force and effect until terminated by Bank or the
Collateral Agent upon not less than thirty calendar days’ written notice thereof to each of the
other parties; provided, however, upon indefeasible payment in full in cash of all Obligations
under the Credit Agreement and the other Loan Documents and termination of the commitments under
the Credit Agreement, this Agreement shall terminate upon written notice to Bank by the Collateral
Agent. Termination of this Agreement by Bank or the Collateral Agent shall in no event affect any
obligation incurred under this Agreement before such termination. This Agreement may be modified
from time to time only in a writing executed by each of the Pledgor, the Collateral Agent and Bank.
The notice shall be sent by facsimile or by overnight delivery service to the address set forth
in Section 13 below.



     13. Except as set forth in Section 10, any notice or request hereunder shall be given
to any party at its respective address set forth below or at such other address as such person may
hereafter specify in a notice given in the manner required under this Section 13. Any
notice or request hereunder shall be given to any party at its respective address set forth below
or at such other address as such person may hereafter specify in a notice given in the manner
required under this Section 13. Any notice or request hereunder shall be given only by,
and shall be deemed to have been received upon: (i) registered or certified mail, return receipt
requested, on the date on which such received as indicated in such return receipt, (ii) delivery by
a nationally recognized overnight courier, one Business Day after deposit with such courier, or
(iii) facsimile transmission, upon telephone communication from the recipient acknowledging receipt
(whether automatic or manual from recipient), as applicable.


Lockbox Agreement Page 4





 









 








	 	 	 	 	 	 	 
	 

	 	(i)
	 	If to the Collateral Agent:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Jefferies Finance LLC	 	 
	 

	 	 	 	520 Madison Avenue	 	 
	 

	 	 	 	New York, New York 10022	 	 
	 

	 	 	 	Attention: Account Officer — BioScrip	 	 
	 

	 	 	 	Facsimile No.: (212) 284-3444	 	 
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	If to the Pledgor:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Attention:
	 	 
	 

	 	 	 	Facsimile No.: (  )
	 	 
	 
	 	 	 	 	 	 
	 

	 	(iii)
	 	If to Bank:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Attention:
	 	 
	 

	 	 	 	Facsimile No.: (  )
	 	 





     14. This Agreement shall inure to the benefit of the Collateral Agent (which shall be intended
third party beneficiaries hereof), its successors, assigns, transferees and participants (including
without limitation to any of the Collateral Agent’s affiliates or any Lender, funding sources
and/or financing sources) and the Collateral Agent may assign this Agreement to any of the
foregoing at any time without notice to or consent of Bank or the Pledgor, and this Agreement shall
be binding upon the parties hereto and their respective successors, assigns transferees and
participants; provided that, neither Bank nor the Pledgor may assign, delegate or transfer this
Agreement or any of their respective rights or obligations hereunder without the prior written
consent of the Collateral Agent, which may be given or withheld in its sole discretion.



     15. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York without giving effect to its choice of law provisions that would require the
application of laws of another jurisdiction. This Agreement: (i) may be signed by facsimile and
in any number of counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument; and (ii) shall become effective when
counterparts hereof have been signed and delivered by the parties hereto. All parties hereby waive
all rights to a trial by jury in any action or proceeding relating to the Lockbox, the Lockbox
Account, the Concentration Account or this Agreement.



[Signature Pages Follow]



Lockbox Agreement Page 5





 









 








     IN WITNESS WHEREOF, this Lockbox Agreement has been signed by the parties as of the date
written above.



	 	 	 	 	 
	 	[BANK]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[PLEDGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JEFFERIES FINANCE LLC,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature
Page to Lockbox Agreement