Exhibit 10.91


 


EXECUTION VERSION


 




 





GUARANTY AND COLLATERAL AGREEMENT


 


dated as of


 


February 21, 2008


 


among


 


RADIATION THERAPY SERVICES HOLDINGS, INC.,


 


RADIATION THERAPY SERVICES, INC.
  (as successor to RTS MERGERCO, INC.),


 


as Borrower


 


THE SUBSIDIARIES OF RADIATION THERAPY SERVICES, INC. 

FROM TIME TO TIME PARTY HERETO


 


and


 


WACHOVIA BANK, NATIONAL ASSOCIATION


 


as Collateral Agent


 




 




















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
   

  	
  Credit
  Agreement

  	
   

  	
  1

  
	
  Section 1.02.

  	
   

  	
  Other
  Defined Terms

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
   

  	
  Guarantee

  	
   

  	
  4

  
	
  Section 2.02.

  	
   

  	
  Guarantee
  of Payment

  	
   

  	
  4

  
	
  Section 2.03.

  	
   

  	
  No
  Limitations

  	
   

  	
  5

  
	
  Section 2.04.

  	
   

  	
  Reinstatement

  	
   

  	
  6

  
	
  Section 2.05.

  	
   

  	
  Agreement
  To Pay; Subrogation

  	
   

  	
  6

  
	
  Section 2.06.

  	
   

  	
  Information

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLEDGE OF SECURITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
   

  	
  Pledge

  	
   

  	
  6

  
	
  Section 3.02.

  	
   

  	
  Delivery
  of the Pledged Collateral

  	
   

  	
  7

  
	
  Section 3.03.

  	
   

  	
  Representations,
  Warranties and Covenants

  	
   

  	
  8

  
	
  Section 3.04.

  	
   

  	
  Certification
  of Limited Liability Company and Limited Partnership Interests

  	
   

  	
  9

  
	
  Section 3.05.

  	
   

  	
  Registration
  in Nominee Name; Denominations

  	
   

  	
  9

  
	
  Section 3.06.

  	
   

  	
  Voting
  Rights; Dividends and Interest

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECURITY INTERESTS IN PERSONAL PROPERTY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
   

  	
  Security
  Interest

  	
   

  	
  11

  
	
  Section 4.02.

  	
   

  	
  Representations
  and Warranties

  	
   

  	
  13

  
	
  Section 4.03.

  	
   

  	
  Covenants

  	
   

  	
  14

  
	
  Section 4.04.

  	
   

  	
  Other
  Actions

  	
   

  	
  15

  
	
  Section 4.05.

  	
   

  	
  Covenants
  Regarding Patent, Trademark and Copyright Collateral

  	
   

  	
  16

  



 


i

















 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REMEDIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
   

  	
  Remedies
  upon Default

  	
   

  	
  18

  
	
  Section 5.02.

  	
   

  	
  Application
  of Proceeds

  	
   

  	
  19

  
	
  Section 5.03.

  	
   

  	
  Grant
  of License To Use Intellectual Property

  	
   

  	
  20

  
	
  Section 5.04.

  	
   

  	
  Securities
  Act

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INDEMNITY, SUBROGATION AND SUBORDINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
   

  	
  Indemnity
  and Subrogation

  	
   

  	
  21

  
	
  Section 6.02.

  	
   

  	
  Contribution
  and Subrogation

  	
   

  	
  21

  
	
  Section 6.03.

  	
   

  	
  Subordination

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
   

  	
  Notices

  	
   

  	
  22

  
	
  Section 7.02.

  	
   

  	
  Waivers;
  Amendment

  	
   

  	
  22

  
	
  Section 7.03.

  	
   

  	
  Collateral
  Agent’s Fees and Expenses

  	
   

  	
  23

  
	
  Section 7.04.

  	
   

  	
  Successors
  and Assigns

  	
   

  	
  23

  
	
  Section 7.05.

  	
   

  	
  Survival
  of Agreement

  	
   

  	
  23

  
	
  Section 7.06.

  	
   

  	
  Counterparts;
  Effectiveness; Several Agreement

  	
   

  	
  23

  
	
  Section 7.07.

  	
   

  	
  Severability

  	
   

  	
  24

  
	
  Section 7.08.

  	
   

  	
  Right
  of Set-Off

  	
   

  	
  24

  
	
  Section 7.09.

  	
   

  	
  Governing
  Law; Jurisdiction; Consent to Service of Process

  	
   

  	
  24

  
	
  Section 7.10.

  	
   

  	
  WAIVER
  OF JURY TRIAL

  	
   

  	
  25

  
	
  Section 7.11.

  	
   

  	
  Headings

  	
   

  	
  25

  
	
  Section 7.12.

  	
   

  	
  Security
  Interest Absolute

  	
   

  	
  25

  
	
  Section 7.13.

  	
   

  	
  Termination
  or Release

  	
   

  	
  26

  
	
  Section 7.14.

  	
   

  	
  Additional
  Subsidiaries

  	
   

  	
  26

  
	
  Section 7.15.

  	
   

  	
  Collateral
  Agent Appointed Attorney-in-Fact

  	
   

  	
  26

  
	
  Section 7.16.

  	
   

  	
  Further
  Assurances

  	
   

  	
  27

  



 


ii

















 


	
  Schedules

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  Subsidiary
  Guarantors

  
	
  Schedule II

  	
   

  	
  Pledged
  Stock; Debt Securities

  
	
  Schedule III

  	
   

  	
  Intellectual
  Property

  
	
  Schedule IV

  	
   

  	
  Commercial
  Tort Claims

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit I

  	
   

  	
  Form of
  Supplement

  
	
  Exhibit II

  	
   

  	
  Form of
  Copyright Security Agreement

  
	
  Exhibit III

  	
   

  	
  Form of
  Patent Security Agreement

  
	
  Exhibit IV

  	
   

  	
  Form of
  Trademark Security Agreement

  



 


iii

















 


GUARANTEE
AND COLLATERAL AGREEMENT (this “Agreement”) dated as of February 21,
2008, among RADIATION THERAPY SERVICES HOLDINGS, INC., a Delaware
corporation (“Parent”), RTS MERGERCO, INC., a Florida corporation
that is a wholly owned subsidiary of Parent (to be merged with and into the
Company (as hereinafter defined), “MergerSub”), RADIATION THERAPY
SERVICES, INC., a Florida corporation (“Borrower”), Subsidiaries of
Borrower from time to time party hereto (the “Subsidiary Guarantors”)
and WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent (the “Collateral
Agent”) for the Secured Parties. The Subsidiary Guarantors, together with
Parent, are referred to herein as the “Guarantors”, and the Subsidiary
Guarantors, together with MergerSub and Borrower, are referred to herein as the
“Grantors.”


 


Reference
is made to the Credit Agreement dated as of February 21, 2008 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Parent, Borrower, the Lenders party thereto, Wachovia Bank, National
Association, as administrative agent (the “Administrative Agent”) for
the Secured Parties and as Collateral Agent and the other financial
institutions party thereto. The Lenders have agreed to extend credit to
Borrower subject to the terms and conditions set forth in the Credit Agreement.
The obligations of the Lenders to extend such credit are conditioned upon,
among other things, the execution and delivery of this Agreement. Parent,
Borrower and the Subsidiary Guarantors will derive substantial benefits from
the extension of credit to Borrower pursuant to the Credit Agreement and are
willing to execute and deliver this Agreement in order to induce the Lenders to
extend such credit. Accordingly, the parties hereto agree as follows:


 


ARTICLE I


 


Definitions


 


Section 1.01.
Credit Agreement.


 


(a) Capitalized
terms used in this Agreement and not otherwise defined in this Agreement have
the meanings specified in the Credit Agreement. All terms defined in the New
York UCC (as defined in this Agreement) and not defined in this Agreement have
the meanings specified therein.


 


(b) The
rules of construction specified in Section 1.2 of the Credit
Agreement also apply to this Agreement, mutatis mutandis.


 


Section 1.02.
Other Defined Terms. As used in this Agreement, the following terms have
the meanings specified below:


 


“Article 9
Collateral” has the meaning assigned to such term in Section 4.01.


 


“Collateral” means Article 9
Collateral and Pledged Collateral. 


 

















 


“Contributing
Party” shall have the meaning assigned to such term in Section 6.02.


 


“Copyright
License” means any written agreement, now or hereafter in effect, granting
any right to any third party under any U.S. Copyright now or hereafter owned by
any Grantor or that such Grantor otherwise has the right to license, or
granting any right to any Grantor under any Copyright now or hereafter owned by
any third party, and all rights of any Grantor under any such agreement.


 


“Copyright
Security Agreement” means an agreement substantially in the form annexed
hereto as Exhibit II.


 


“Copyrights”
means all of the following now owned or hereafter acquired by any Grantor: (a) all
copyright rights in any work subject to the copyright laws of the United
States, whether as author, assignee, transferee or otherwise and (b) all
registrations and applications for registration of any such copyright in the
United States, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright
Office, including those listed on Schedule III.


 


“Credit
Agreement” has the meaning assigned to such term in the preliminary
statement in this Agreement.


 


“Federal
Securities Laws” has the meaning assigned to such term in Section 5.04.


 


“General
Intangibles” means all “General Intangibles” of any Grantor as defined in Section 9-102(42)
of the New York UCC.


 


“Grantors”
has the meaning assigned to such term in the preliminary statement in this
Agreement.


 


“Guarantors”
has the meaning assigned to such term in the preliminary statement in this
Agreement.


 


“Instrument”
has the meaning specified in Article 9 of the New York UCC.


 


“Intellectual
Property” means all intellectual property of any Grantor of every kind and
nature now owned or hereafter acquired by any Grantor, including inventions,
designs, Patents, Copyrights, Trademarks, trade secrets, confidential or
proprietary technical and business information, know-how or other data or
information to the extent protectable by applicable law, software and databases
and related documentation.


 


“Investment
Property” means a security, whether certificated or uncertificated,
Security Entitlement, Securities Account, Commodity Contract or Commodity
Account.


 


“License”
means any Patent License, Trademark License or Copyright License.


 


“New
York UCC” means the Uniform Commercial Code as from time to time in effect
in the State of New York.


 


2

















 


“Patent
License” means any written agreement, now or hereafter in effect, granting
to any third party any right to make, use or sell any invention on which a U.S.
Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has
the right to license, is in existence, or granting to any Grantor any right to
make, use or sell any invention on which a U.S. Patent, now or hereafter owned
by any third party, is in existence, and all rights of any Grantor under any
such agreement.


 


“Patent
Security Agreement” means an agreement substantially in the form annexed
hereto as Exhibit III.


 


“Patents”
means all of the following now owned or hereafter acquired by any Grantor: (a) all
letters patent of the United States, all issuances and recordings thereof, and
all applications for letters patent of the United States, including issuances,
recordings and pending applications in the United States Patent and Trademark
Office, including those listed on Schedule III, and (b) all reissues,
continuations, divisions, continuations-in-part, renewals or extensions
thereof, including the right to make, use and/or sell the inventions disclosed
or claimed therein.


 


“Pledged
Collateral” has the meaning assigned to such term in Section 3.01.


 


“Pledged
Notes” has the meaning assigned to such term in Section 3.01.


 


“Pledged
Securities” means any promissory notes, stock certificates or other
securities now or hereafter included in the Pledged Collateral, including all
certificates, instruments or other documents representing or evidencing any
Pledged Collateral.


 


“Pledged
Stock” has the meaning assigned to such term in Section 3.01.


 


“Proceeds”
has the meaning specified in Section 9-102 of the New York UCC.


 


“Requirements
of Law” shall mean, collectively, any and all requirements of any
Governmental Authority including any and all laws, judgments, orders, decrees,
ordinances, rules, regulations, statutes or case law.


 


“Secured
Obligations” means collectively, (a) the Obligations, (b) the due
and punctual payment and performance in full of all obligations of each Loan
Party to the applicable Qualified Counterparty under each Swap Agreement
entered into with any Qualified Counterparty and (c) the due and punctual
payment and performance of all Obligations of the Loan Parties (including
overdrafts and related liabilities) to the applicable Cash Management Bank
under each Cash Management Agreement.


 


“Security
Interest” has the meaning assigned to such term in Section 4.01.


 


“Subsidiary
Guarantors” means (a) the Subsidiaries identified on Schedule I and (b) each
other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor
through the execution of an agreement substantially in the form annexed hereto
as Exhibit I, after the Closing Date.


 


3

















 


“Trademark
License” means any written agreement, now or hereafter in effect, granting
to any third party any right to use any U.S. Trademark now or hereafter owned
by any Grantor or that any Grantor otherwise has the right to license, or
granting to any Grantor any right to use any trademark now or hereafter owned
by any third party, and all rights of any Grantor under any such agreement.


 


“Trademark
Security Agreement” means an agreement substantially in the form annexed
hereto as Exhibit IV.


 


“Trademarks”
means all of the following now owned or hereafter acquired by any Grantor: (a) all
trademarks, service marks, trade names, domain names, corporate names, company
names, business names, fictitious business names, trade styles, trade dress,
logos, designs and other source or business identifiers, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and
all registration and recording applications filed in connection therewith,
including registrations and registration applications in the United States
Patent and Trademark Office or any similar offices in any State of the United
States or any political subdivision thereof, and all renewals thereof,
including those listed on Schedule III, and (b) all goodwill associated
therewith or symbolized thereby.


 


ARTICLE II


 


Guarantee


 


Section 2.01.
Guarantee.


 


(a) Each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, the due and
punctual payment and performance in full when due of the Secured Obligations.
Each Guarantor further agrees that the Secured Obligations may be extended or
renewed, in whole or in part, or amended or modified, without notice to or
further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension, renewal, amendment or modification of the
Secured Obligations. To the extent permitted by applicable law, each Guarantor
waives, presentment to, demand of payment from and protest to Borrower or any
other Loan Party of the Secured Obligations and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment.


 


(b) Anything
herein or in any other Loan Document to the contrary notwithstanding, the
maximum liability of each Guarantor hereunder and under the other Loan
Documents shall in no event exceed the amount which can be guaranteed by such
Guarantor under applicable federal and state laws relating to fraudulent
conveyances or transfers, or any applicable laws relating to corporate law or
the insolvency of debtors (after giving effect to the right of contribution
established in Section 6.02).


 


Section 2.02.
Guarantee of Payment. Each Guarantor further agrees that its guarantee
hereunder constitutes a guarantee of payment when due and not of collection,
and, to the extent permitted by applicable law, waives any right to require
that any resort be had by the Collateral Agent or any other Secured Party to
any security held for the payment of the Secured


 


4

















 


Obligations
or to any balance of any Deposit Account or credit on the books of the
Collateral Agent or any other Secured Party in favor of Borrower or any other
Person.


 


Section 2.03.
No Limitations.


 


(a) Except
for termination of a Guarantor’s obligations hereunder as expressly provided in
Section 7.13, and except to the extent the Secured Obligations have been
paid in cash, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise,
and shall not be subject to any defense or set-off, counterclaim, recoupment or
termination whatsoever (other than defense of payment or performance) by reason
of the invalidity, illegality or unenforceability of the Secured Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by (i) the failure of the Collateral Agent or any other Secured
Party to assert any claim or demand or to enforce any right or remedy under the
provisions of any Loan Document or otherwise; (ii) any rescission, waiver,
amendment or modification of, or any release from any of the terms or
provisions of, any Loan Document or any other agreement, including with respect
to any other Guarantor under this Agreement; (iii) the release of,
impairment of or failure to perfect any Lien held by the Collateral Agent or
any other Secured Party for the payment and performance of the Secured
Obligations or any of them; (iv) any default, failure or delay, willful or
otherwise, in the performance of the Secured Obligations; or (v) any other
act or omission that may or might in any manner or to any extent vary the risk
of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the payment in full in cash of the Secured
Obligations (other than contingent indemnification obligations)). To the extent
not prohibited under the Credit Agreement, each Guarantor expressly authorizes
the Collateral Agent during the continuance of an Event of Default in
accordance with the terms hereof and the Credit Agreement (i) to take and
hold security for the payment and performance of the Secured Obligations, (ii) to
exchange, waive or release any or all such security (with or without
consideration), (iii) to enforce or apply such security and direct the
order and manner of any sale thereof in its sole discretion or (iv) to
release or substitute any one or more other guarantors or obligors upon or in
respect of the Secured Obligations, all without affecting the obligations of
any Guarantor hereunder.


 


(b) To
the fullest extent permitted by applicable law, each Guarantor waives any
defense based on or arising out of any defense of Borrower or any other Loan
Party or the unenforceability of the Secured Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of Borrower or
any other Loan Party, other than defense of performance or payment in full in cash
of all the Secured Obligations. To the extent not prohibited under the Credit
Agreement, the Collateral Agent may, at its election, foreclose on any security
held by one or more of them by one or more judicial or nonjudicial sales,
accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Secured Obligations, make any other accommodation with
Borrower or any other Loan Party or exercise any other right or remedy
available to them against Borrower or any other Loan Party, without affecting
or impairing in any way the liability of any Guarantor hereunder except to the
extent the Secured Obligations have been fully paid in full in cash. To the
fullest extent permitted by applicable law, each Guarantor waives any defense
arising out of any such election even though such election operates, pursuant
to applicable law, to impair or to extinguish any


 


5

















 


right
of reimbursement or subrogation or other right or remedy of such Guarantor
against Borrower or any other Loan Party, as applicable, or any security.


 


Section 2.04.
Reinstatement. Each of the Guarantors agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as applicable, if
and to the extent at any time payment, or any part thereof, of any Secured
Obligation is rescinded or must otherwise be restored by the Collateral Agent
or any other Secured Party upon the bankruptcy or reorganization of Borrower,
any other Loan Party or otherwise.


 


Section 2.05.
Agreement To Pay; Subrogation. In furtherance of the foregoing and not
in limitation of any other right that the Collateral Agent or any other Secured
Party has at law or in equity against any Guarantor by virtue hereof, upon the
failure of Borrower or any other Loan Party to pay any Secured Obligation when
and as the same shall become due, whether at maturity, by acceleration, after
notice of prepayment or otherwise, each Guarantor hereby promises to and will
forthwith pay, or cause to be paid, to the Collateral Agent for distribution to
the applicable Secured Parties in cash the amount of such unpaid Secured
Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent
as provided above, all rights of such Guarantor against Borrower or any other
Loan Party arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Article VI.


 


Section 2.06.
Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of Borrower’s and each other Loan Party’s financial
condition and assets and of all other circumstances bearing upon the risk of
nonpayment of the Secured Obligations and the nature, scope and extent of the
risks that such Guarantor assumes and incurs hereunder and agrees that none of
the Collateral Agent or the other Secured Parties will have any duty to advise
such Guarantor of information known to it or any of them regarding such
circumstances or risks.


 


ARTICLE III


 


Pledge of Securities


 


Section 3.01.
Pledge. As security for the payment or performance, as applicable, in
full of the Secured Obligations, each Grantor hereby grants to the Collateral
Agent and its permitted successors and assigns, for the benefit of the Secured
Parties, a security interest in, all of such Grantor’s right, title and
interest in, to and under (a) the Capital Stock of each Domestic
Subsidiary and each first-tier Foreign Subsidiary owned by it and listed on
Schedule II, and any other Capital Stock issued by any Domestic Subsidiary or
first-tier Foreign Subsidiary and obtained in the future by such Grantor and,
to the extent certificated, the certificates representing securities in all
such Capital Stock (the “Pledged Stock”), provided that the
Pledged Stock shall not include more than 65% of the outstanding Capital Stock
of any such Foreign Subsidiary; (b)(i) the debt securities or promissory
notes listed opposite the name of such Grantor on Schedule II, (ii) any
debt securities or promissory notes in excess of $2,000,000 issued after the
Closing Date to such Grantor by Borrower and each Subsidiary (collectively, the
“Pledged Notes”); (c) subject to Section 3.06, all payments of
dividends and other property from time to


 


6






 










 


time
received, receivable or otherwise distributed in respect of, in exchange for or
upon the conversion of, the securities referred to in clauses (a) and (b) above;
(d) subject to Section 3.06, all rights and privileges of such
Grantor with respect to the securities and other property referred to in
clauses (a) and(b); (e) subject to Section 3.06, all rights and
privileges of such Grantor with respect to the Pledged Stock and the Pledged
Notes; and (f) all Proceeds of any of the foregoing (the items referred to
in clauses (a) through (f) above being collectively referred to as
the “Pledged Collateral”). Notwithstanding the foregoing, (A) Pledged
Stock shall not include (v) Capital Stock of Immaterial Subsidiaries (w) Capital
Stock of Unrestricted Subsidiaries, (x) Capital Stock of Insurance
Subsidiaries, (y) Capital Stock of a Non Wholly-Owned Subsidiary to the
extent prohibited by (or requiring consent (other than consent of any Grantor)
pursuant to) such Non Wholly-Owned Subsidiary’s organizational document and
related agreements, or (z) any other Capital Stock if granting a security
interest in such Capital Stock is prohibited by (or requiring consent (other
than consent of any Grantor) pursuant to) applicable law or to the extent that
granting a security interest in such Capital Stock is prohibited by a
shareholder, joint-venture or similar agreement, except to the extent that the
provision of such shareholder, joint-venture or similar agreement giving rise
to such prohibition is ineffective under applicable law, and (B) Pledged
Collateral shall not include any assets as to which the Administrative Agent
and the Borrower have reasonably determined in writing that the burden or cost
of obtaining a security interest in such assets outweighs the benefit to the
Secured Parties of the security to be afforded thereby and the Grantors shall
not be required to perfect a security interest in any item of Pledged
Collateral as to which the Administrative Agent and the Borrower have
reasonably determined in writing that the burden or cost of perfecting a
security interest in such Pledged Collateral outweighs the benefit to the
Secured Parties of the security to be afforded thereby.


 


TO
HAVE AND TO HOLD the Pledged Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever, subject, however, to the terms,
covenants and conditions hereinafter set forth.


 


Section 3.02.
Delivery of the Pledged Collateral.


 


(a) Each
Grantor represents and warrants that all certificates, agreements or
instruments representing or evidencing the Pledged Collateral (except as set
forth in this Section 3.02) 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.
Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral
Agent any and all certificated Pledged Securities acquired after the Closing
Date.


 


(b) Each
Grantor will cause any Indebtedness for borrowed money in excess of
$2,000,000.00 owed to such Grantor by any Person to be evidenced by a duly
executed promissory note to be pledged and delivered to the Collateral Agent
pursuant to the terms hereof.


 


(c) Upon
delivery thereof to the Collateral Agent, (i) any certificated Pledged
Securities shall be accompanied by undated stock powers duly executed in blank
or other undated instruments of transfer reasonably satisfactory to the
Collateral Agent and (ii) all other property comprising part of the
Pledged Collateral shall be accompanied by proper instruments of assignment
reasonably satisfactory to the Collateral Agent duly executed by the applicable


 


7

















 


Grantor.
Each delivery of Pledged Securities shall be accompanied by a schedule
describing such Pledged Securities, which schedule shall be attached hereto as
a supplement to Schedule II and made a part hereof, provided that
failure to attach any such schedule hereto shall not affect the validity of
such pledge of such Pledged Securities. Each schedule so delivered shall
supplement any prior schedules so delivered.


 


Section 3.03.
Representations, Warranties and Covenants. The Grantors jointly and
severally represent, warrant and covenant to and with the Collateral Agent, for
the benefit of the Secured Parties, as and to the extent required under Section 5.2
of the Credit Agreement that:


 


(a) Schedule II correctly sets forth (i) the
percentage of the issued and outstanding shares, membership interests,
partnership interests, units or other comparable measure of each class of the
Capital Stock held by any Grantor and (ii) all of debt securities and
promissory notes owned by each Grantor in excess of $2,000,000;


 


(b) the Pledged Stock and Pledged Notes have
been duly and validly authorized and issued by the issuers thereof and (i) in
the case of Pledged Stock, are fully paid and nonassessable and (ii) in
the case of Pledged Notes, are legal, valid and binding obligations of the
issuers thereof;


 


(c) except for the security interests granted
hereunder, each of the Grantors (i) is and, subject to any transfers made
in compliance with the Credit Agreement, will continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on Schedule II
as owned by such Grantor, (ii) holds the same free and clear of all Liens,
other than Liens created by any Loan Document and Liens permitted by Section 7.3
of the Credit Agreement and (iii) will not create or permit to exist any
Lien on, the Pledged Collateral, other than Liens created by any Loan Document,
Liens permitted by Section 7.3 of the Credit Agreement and transfers made
in compliance with the Credit Agreement; provided that nothing in this
Agreement shall prevent any Grantor from discontinuing the operation or
maintenance of any of its assets or properties if such discontinuance is
permitted by the Credit Agreement;


 


(d) except for restrictions and limitations
imposed by (i) the Loan Documents, (ii) securities laws generally or (iii) customary
provisions in joint venture agreements relating to purchase options, rights of
first refusal, tag, drag, call or similar rights of a third party that owns
Capital Stock in such joint venture, the Pledged Collateral is and will
continue to be freely transferable and assignable;


 


(e) each of the Grantors has the corporate or
other organizational power and authority to pledge the Pledged Collateral
pledged by it hereunder in the manner hereby done or contemplated;


 


(f) no consent or approval of any Governmental
Authority, any securities exchange or any other Person is necessary to the
validity of the pledge effected hereby (other than (x) as such as have
been obtained and are in full force and effect, (y) filings necessary to
perfect the security interest or (z) the failure of which to obtain could
not


 


8

















 


reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect); and


 


(g) subject to clauses (c) and (d) of
this Section 3.03, by virtue of the execution and delivery by the Grantors
of this Agreement, when any certificated Pledged Securities are delivered to
the Collateral Agent in accordance with this Agreement, the Collateral Agent
will obtain, for the benefit of the Secured Parties, a legal, valid and
perfected lien under U.S. law upon and security interest in such certificated
Pledged Securities as security for the payment and performance of the Secured
Obligations.


 


Section 3.04.
Certification of Limited Liability Company and Limited Partnership Interests.


 


(a) Each
Grantor acknowledges and agrees that, to the extent any membership interest in
any limited liability company or partnership interest in any limited
partnership acquired by such Grantor after the Effective Date and constituting
Pledged Securities herein shall be a “security” within the meaning of Article 8
of the New York UCC and shall be governed by Article 8 of the New York
UCC, such Grantor shall, to the extent permitted by applicable law, use
commercially reasonable efforts to cause the issuer thereof to issue the
corresponding certificates.


 


(b) Each
Grantor further acknowledges and agrees that (i) the interests in any
limited liability company or limited partnership controlled by such Grantor and
required to be pledged hereunder that are not represented by a certificate are
not “securities” within the meaning of Article 8 of the New York UCC and (ii) such
Grantor shall at no time elect to treat any such interest as a “security”
within the meaning of Article 8 of the New York UCC or cause the issuer
thereof to issue any certificate representing such interest, unless such Grantor
provides prompt written notification to the Collateral Agent of such election
and promptly (but in no case later than 15 Business Days) pledges any such
certificate to the Collateral Agent pursuant to the terms hereof; provided,
however, that this Section 3.04 shall not apply to any Capital
Stock in limited liability companies or limited partnerships which may not be
pledged, assigned or otherwise encumbered pursuant to applicable Federal, state
or local laws, rules or regulations related to the practice of medicine or
the healthcare industry generally or customary provisions in joint venture
agreements (including consent rights (other than consent rights of any
Grantor)).


 


Section 3.05.
Registration in Nominee Name; Denominations. The Collateral Agent, on
behalf of the Secured Parties, shall have the right (in its sole and absolute
discretion, but subject to the terms and provisions of the Credit Agreement and
Article V herein) to hold the Pledged Securities in the name of the
applicable Grantor, endorsed or assigned in blank or in favor of the Collateral
Agent or, upon the occurrence and during the continuation of an Event of
Default and written notice to the applicable Grantor, and subject to the rights
and remedies set forth in Section 8 of the Credit Agreement and Article V
herein, in its own name as pledgee or the name of its nominee (as pledgee or as
sub-agent). The Collateral Agent shall at all times upon the occurrence and
during the continuation of an Event of Default but subject to the terms and provisions
of the Credit Agreement and Article V herein have the right to exchange
the certificates representing Pledged Securities for certificates of smaller or
larger denominations for any purpose consistent with this Agreement.


 


9

















 


Section 3.06.
Voting Rights; Dividends and Interest.


 


(a) Unless
and until an Event of Default shall have occurred and be continuing and prior
written notice thereof shall have been given by the Collateral Agent to the
relevant Grantor of the Collateral Agent’s intent to exercise its corresponding
rights pursuant to Section 3.06(b):


 


(i) Each Grantor shall be entitled to exercise
any and all voting and other consensual rights and powers inuring to an owner
of Pledged Securities or any part thereof for any purpose.


 


(ii) The Collateral Agent shall execute and
deliver to each Grantor, or cause to be executed and delivered to such Grantor,
all such proxies, powers of attorney and other instruments as such Grantor may
reasonably request for the purpose of enabling such Grantor to exercise the
voting and other consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above.


 


(iii) Each Grantor shall be entitled to receive
and retain any and all dividends, interest, principal and other distributions
paid on or distributed in respect of the Pledged Securities to the extent and
only to the extent that such dividends, interest, principal and other
distributions are permitted by, and otherwise paid or distributed in accordance
with, the terms and conditions of the Credit Agreement, the other Loan
Documents and applicable laws, provided that any noncash (w) dividends,
(x) interest, (y) principal or (z) other distributions that
would constitute Pledged Stock or Pledged Notes, whether resulting from a
subdivision, combination or reclassification of the outstanding Capital Stock
of the issuer of any Pledged Securities or received in exchange for Pledged
Securities or any part thereof, or in redemption thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which such
issuer may be a party or otherwise, shall be and become part of the Pledged
Collateral, and, if received by any Grantor, shall not be commingled by such
Grantor with any of its other funds or property but shall be held separate and
apart therefrom, shall be held in trust for the benefit of the Collateral Agent
and the other Secured Parties and shall be forthwith delivered to the
Collateral Agent in the same form as so received (with any necessary
endorsement as described in Section 3.03(c) or otherwise).


 


(b) Upon
the occurrence and during the continuation of an Event of Default and prior
written notice from the Collateral Agent to the Grantor, all rights of any
Grantor to dividends or other distributions that such Grantor is authorized to
receive pursuant to paragraph (a)(iii) of this Section 3.06 shall
cease, all such rights shall thereupon become vested in the Collateral Agent,
which shall have the sole and exclusive right and authority to receive and
retain such dividends or other distributions. All dividends or other
distributions received by any Grantor contrary to the provisions of this Section 3.06
shall be held in trust for the benefit of the Collateral Agent and the other
Secured Parties, shall be segregated from other property or funds of such
Grantor and shall be forthwith delivered to the Collateral Agent upon demand in
the same form as so received (with any necessary endorsement). Any and all
money and other property paid over to or received by the Collateral Agent
pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the


 


10

















 


Collateral
Agent upon receipt of such money or other property and shall be applied in
accordance with the provisions of Section 5.02.


 


(c) Upon
the occurrence and during the continuation of an Event of Default and prior
written notice from the Collateral Agent to the Grantor, all rights of any
Grantor to exercise the voting and other consensual rights and powers it is
entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06,
and the obligations of the Collateral Agent under paragraph (a)(ii) of
this Section 3.06, shall cease, and all such rights thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and other consensual rights and powers.


 


(d) Any
notice given by the Collateral Agent to the Grantors suspending their rights
under paragraph (a), (b) or (c) of this Section 3.06 (i) may
be given by telephone if promptly confirmed in writing, (ii) may be given
to one or more of the Grantors at the same or different times and (iii) may
suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) of
this Section 3.06 in part without suspending all such rights (as specified
by the Collateral Agent in its sole and absolute discretion) and without
waiving or otherwise affecting the Collateral Agent’s rights to give additional
notices from time to time suspending other rights so long as an Event of
Default has occurred and is continuing.


 


ARTICLE IV


 


Security Interests in Personal Property


 


Section 4.01.
Security Interest.


 


(a) As
security for the payment or performance, as applicable, in full of the Secured
Obligations, each Grantor hereby grants to the Collateral Agent and its
successors and assigns, for the ratable benefit of the Secured Parties, a
security interest (the “Security Interest”) in all right, title or
interest in or to any and all of the following assets and properties now owned
or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the “Article 9 Collateral”):


 


(i)                        all Accounts;


 


(ii)                     all Chattel Paper;


 


(iii)                  all Commercial Tort Claims listed on Schedule
IV hereto;


 


(iv)                 all Documents;


 


(v)                    all Goods, including all
Equipment, Inventory and Fixtures;


 


(vi)                 all General Intangibles (including
Intellectual Property and Licenses);


 


(vii)              all Instruments;


 


11

















 


(viii)           all Investment Property;


 


(ix)                   all Letter-of-Credit Rights;


 


(x)                      all books and records
pertaining to the Article 9 Collateral; and


 


(xi)                     to the extent not otherwise
included, all Proceeds and products of any and all of the foregoing and all
collateral security, supporting obligations and guarantees given by any Person
with respect to any of the foregoing.


 


Notwithstanding
the foregoing, (A) the Article 9 Collateral shall not include, and no
Security Interest shall be deemed granted in (i) any Equipment that is
subject to a purchase money lien or capital lease permitted under the Credit
Agreement to the extent the documents relating to such purchase money lien or
capital lease would not permit such Equipment to be subject to the Security
Interests created hereby, (ii) any property, any pledges and security
interest or equity in Unrestricted Subsidiaries to the extent that the grant of
a security interest therein is prohibited by any Requirements of Law of any
Governmental Authority, (iii) any contract, license, agreement, or permit
to the extent that such grant of a security interest therein constitutes a breach
or default under or results in termination of any such contract, license,
agreement, or permit or any rights of the applicable Grantor therein pursuant
to the terms thereof, (iv) any Investment Property or Pledged Securities
(other than Capital Stock of a Wholly Owned Subsidiary), to the extent that
granting a security interest in such Investment Property or Pledged Securities
is prohibited by a shareholder, joint-venture or similar agreement, except, in
each case of clauses (ii), (iii) and (iv) above, to the extent that
such Requirement of Law or the provision of such contract, license, agreement,
permit or shareholder or similar agreement giving rise to such prohibition,
breach, default or termination is ineffective under applicable law, (v) any
United States intent-to-use trademark application to the extent and for so long
as creation by a Grantor of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark application, (vi) assets
to the extent a Security Interest in such assets would result in adverse tax
consequences as determined by the Borrower in writing delivered to the
Collateral Agent, (vii) any leasehold interest related to real estate and (viii) motor
vehicles and other assets subject to certificates of title; and (B) and
the Article 9 Collateral shall not include any assets as to which the
Administrative Agent and the Borrower have reasonably determined in writing
that the burden or cost of obtaining a security interest in such assets
outweighs the benefit to the Secured Parties of the security to be afforded
thereby and the Grantors shall not be required to perfect a security interest
in any item of Article 9 Collateral as to which the Administrative Agent
and the Borrower have reasonably determined in writing that the burden or cost
of perfecting a security interest in such Article 9 Collateral outweighs
the benefit to the Secured Parties of the security to be afforded thereby. For
the avoidance of doubt, with respect to Intellectual Property, the grant of a
Security Interest herein shall not be deemed an assignment of Intellectual
Property to the Collateral Agent.


 


(b) Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from
time to time to file in any relevant jurisdiction any initial financing
statements with respect to the Collateral or any part thereof and amendments
thereto that (i) indicate the Collateral as “all assets” of such Grantor
or such description as the Collateral Agent may determine and (ii) contain
the information required by Article 9 of the Uniform Commercial


 


12

















 


Code
of each applicable jurisdiction for the filing of any financing statement or
amendment, including whether such Grantor is an organization, the type of
organization and any organizational identification number issued to such
Grantor. Each Grantor agrees to provide such information to the Collateral
Agent promptly upon the Collateral Agent’s written request.


 


Each
Grantor also ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any initial financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations or amendments thereto if filed prior to the date hereof.


 


The
Collateral Agent is further authorized to file 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) such documents as may be necessary
for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, including the Copyright Security
Agreement, the Patent Security Agreement and the Trademark Security Agreement,
and naming any Grantor or the Grantors as debtors and the Collateral Agent as
secured party.


 


(c) The
Security Interest is granted as security only and shall not subject the
Collateral Agent or any other Secured Party to, or in any way alter or modify,
any obligation or liability of any Grantor with respect to or arising out of
the Article 9 Collateral.


 


(d) Notwithstanding
anything herein to the contrary, in no event shall any Grantor be required to (x) perfect
a security interest in (A) any foreign Intellectual Property or (B) in
any goods covered by a certificate of title, or (y) deliver (A) control
agreements, (B) landlord waivers, (C) bailee letters, (D) other
similar third-party documents, or (E) foreign security documents.


 


Section 4.02.
Representations and Warranties. The Grantors jointly and severally
represent and warrant to the Collateral Agent and the other Secured Parties, as
and to the extent required under Section 5.2 of the Credit Agreement that:


 


(a) Each Grantor has corporate or other
organizational power and authority to grant to the Collateral Agent, for the
benefit of the Secured Parties, the Security Interest in such Article 9
Collateral pursuant hereto and to execute, deliver and perform its obligations
in accordance with the terms in this Agreement, without the consent or approval
of any other Person other than any consent or approval that has been obtained.


 


(b) The Security Interest constitutes (i) a
valid security interest under U.S. law in all the Article 9 Collateral
securing the payment and performance of the Secured Obligations, (ii) subject
to the filings in each governmental, municipal or other office specified in
Schedule II, a perfected first priority security interest in all Article 9
Collateral in which a security interest under U.S. law may be perfected by
filing, recording or registering (A) a financing statement or analogous
document in the United States (or any political subdivision thereof) and its
territories and possessions pursuant to the Uniform Commercial Code or other
applicable U.S. law and (B) a Patent Security Agreement, a Trademark
Security Agreement or a Copyright Security Agreement with the United


 


13

















 


States
Patent and Trademark Office and the United States Copyright Office, as applicable;
provided, however, that additional filings may be required in the United States
Patent and Trademark Office and/or United States Copyright Office to perfect
the Collateral Agent’s security interest in any Intellectual Property acquired
after the date hereof. The Security Interest is and shall be prior to any other
Lien on any of the Article 9 Collateral, other than Liens that are
permitted by the Credit Agreement.


 


(c) The Article 9 Collateral is and shall
be owned by the Grantors free and clear of any Lien, except for Liens permitted
pursuant to Section 7.3 of the Credit Agreement. Except with respect to
Liens permitted pursuant to Section 7.3 of the Credit Agreement, none of
the Grantors has filed or consented to the filing of (i) any financing
statement or analogous document under the Uniform Commercial Code or any other
applicable laws covering any Article 9 Collateral, (ii) any
assignment in which any Grantor assigns any Collateral or any security
agreement or similar instrument covering any Article 9 Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (iii) any assignment in which any Grantor assigns any Article 9
Collateral or any security agreement or similar instrument covering any Article 9
Collateral with any foreign governmental, municipal or other office, which
financing statement or analogous document, assignment, security agreement or
similar instrument is still in effect, except, in each case, such as have been
(or will be) filed by the Collateral Agent hereunder and except for Liens
permitted pursuant to Section 7.3 of the Credit Agreement. For the
avoidance of doubt, licenses of Intellectual Property shall not constitute “Liens.”


 


(d) As of the date hereof, each Grantor hereby
represents and warrants that it holds no Commercial Tort Claims with a value in
excess of $2,000,000.00 other than those listed in Schedule IV.


 


Section 4.03.
Covenants.


 


(a) Each
Grantor agrees to maintain, at its own cost and expense, such complete and
accurate records with respect to the Article 9 Collateral owned by it as
is consistent with its reasonable business judgment.


 


(b) Each
Grantor shall, at its own expense, take any and all commercially reasonable
actions to defend title to the Article 9 Collateral (other than Article 9
Collateral that is deemed by such Grantor to be immaterial to the conduct of
its business) against all Persons and to defend the Security Interest of the
Collateral Agent in the Article 9 Collateral and the priority thereof
against any Lien not expressly permitted pursuant to Section 7.3 of the
Credit Agreement. Nothing in this Agreement shall prevent any Grantor from
discontinuing the operation or maintenance of any of its assets or properties
if such discontinuance is (x) in the judgment of its board or directors,
desirable in the conduct of its business and (y) permitted by the Credit
Agreement.


 


(c) Each
Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause
to be duly filed all such further instruments and documents and take all such
actions as the Collateral Agent may from time to time reasonably request in
writing to preserve, protect and


 


14

















 


perfect
the Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the
filing of any financing statements (including fixture filings) or other
documents (including execution of agreements in the form of Exhibits IV, V and
VI and filing such agreements with the United States Patent and Trademark
Office or United States Copyright Office, as applicable) in connection herewith
or therewith.


 


(d) At
its option, the Collateral Agent may discharge past due Taxes, assessments,
charges, fees or Liens at any time levied or placed on the Article 9
Collateral and not permitted pursuant to Section 7.3 of the Credit
Agreement, and may pay for the maintenance and preservation (including policies
of insurance) of the Article 9 Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent on
demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization, provided that nothing in this
paragraph shall be interpreted as excusing any Grantor from the performance of,
or imposing any obligation on the Collateral Agent or any Secured Party to cure
or perform, any covenants or other promises of any Grantor with respect to
Taxes, assessments, charges, fees, Liens and maintenance as set forth in this
Agreement or in the other Loan Documents.


 


(e) None
of the Grantors shall grant any Liens in respect of the Article 9
Collateral, except as permitted by the Credit Agreement.


 


(f) The
Grantors, at their own expense, shall maintain or cause to be maintained
insurance covering physical loss or damage to the Inventory and Equipment in
accordance with the requirements set forth in Section 6.5 of the Credit
Agreement. Each Grantor appoints the Collateral Agent (and all officers,
employees or agents designated by the Collateral Agent) as such Grantor’s true
and lawful agent (and attorney-in-fact), upon the occurrence and during the
continuation of an Event of Default, for the purpose of making, settling and
adjusting claims in respect of Article 9 Collateral under policies of
insurance, endorsing the name of such Grantor on any check, draft, instrument
or other item of payment for the proceeds of such policies of insurance and for
making all determinations and decisions with respect thereto.


 


(g) Each
Grantor shall maintain, in form and manner consistent with its reasonable
business judgment, records of its Chattel Paper and its books, records and
documents evidencing or pertaining thereto.


 


Section 4.04.
Other Actions. In order to insure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Security
Interest, each Grantor agrees, in each case at such Grantor’s own expense, to
take the following actions with respect to the following Article 9
Collateral:


 


(a) Instruments
and Tangible Chattel Paper. Each Grantor represents and warrants that each
Instrument and each item of Tangible Chattel Paper, other than any of the
foregoing issued in the ordinary course of business, with a value in excess of
$2,000,000 in existence on the date hereof has been properly endorsed, assigned
and delivered to the Collateral Agent, accompanied by instruments of transfer
or assignment duly executed in blank. If any Grantor shall at any time hold or
acquire any Instruments or Chattel Paper with a value in excess


 


15

















 


of
$2,000,000 or any such Instrument or Tangible Chattel Paper with a value that
when taken together with the value of any Instrument or Tangible Chattel Paper
not previously endorsed, assigned and delivered to the Collateral Agent exceeds
$2,000,000, such Grantor shall forthwith endorse, assign and deliver the same
to the Collateral Agent, accompanied by undated instruments of transfer or
assignment duly executed in blank reasonably acceptable to the Collateral
Agent.


 


(c) Commercial
Tort Claims. If any Grantor shall at any time hold or acquire a Commercial
Tort Claim in excess of $2,000,000, such Grantor shall immediately notify the
Collateral Agent in writing signed by such Grantor 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.


 


Section 4.05.
Covenants Regarding Patent, Trademark and Copyright Collateral.


 


(a) Each
Grantor agrees that it will not do any act or omit to do any act whereby it is
reasonably foreseeable any Patent owned or exclusively licensed by such Grantor
that is material to the conduct of such Grantor’s business and included in the Article 9
Collateral would become invalidated or dedicated to the public, (except at the
end of its statutory term) and agrees that it shall continue to mark any
products covered by a Patent owned or exclusively licensed by such Grantor with
the relevant patent number as necessary and sufficient in its reasonable
business judgment to establish and preserve its material rights under
applicable patent laws.


 


(b) Except
as could reasonably not be expected to result in a Material Adverse Effect,
each Grantor (either itself or through its licensees or its sublicensees) will,
for each registered Trademark owned by such Grantor, material to the conduct of
such Grantor’s business and included in the Article 9 Collateral, (i) maintain
(at least as done in the past) such Trademark in full force free from any claim
of abandonment or invalidity for non-use, (ii) use commercially reasonable
efforts to maintain substantially the same (or better) quality of products and
services offered under such Trademark, (iii) display such Trademark with
notice of Federal or foreign registration (or, if such Trademark is
unregistered, display such Trademark with notice as required for unregistered
Trademarks) to the extent necessary and sufficient in its reasonable business
judgment to establish and preserve its maximum rights under applicable law and (iv) not
knowingly use or knowingly permit the use of such Trademark in any violation of
any third party rights.


 


(c) Except
as could not reasonably be expected to result in a Material Adverse Effect,
each Grantor (either itself or through its licensees or sublicensees) will, for
each work covered by a Copyright owned by such Grantor, material to the conduct
of such Grantor’s business and included in the Article 9 Collateral,
continue to publish, reproduce, display, adopt and distribute the work with
appropriate copyright notice as necessary and sufficient in its reasonable
judgment to establish and preserve its material rights under applicable
copyright laws, except at the end of its statutory term.


 


(d) Except
as could not reasonably be expected to result in a Material Adverse Effect,
each Grantor shall notify the Collateral Agent as soon as reasonably
practicable (but in


 


16






 










 


any
event within 30 Business Days) if it knows that any Patent, Trademark or
Copyright owned or exclusively licensed by such Grantor and material to the
conduct of its business could reasonably be expected to become abandoned, lost
or dedicated to the public (except at the end of its statutory term), or of any
materially adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, United States Copyright Office or any
court) regarding such Grantor’s ownership of any material Patent, Trademark or
Copyright (other than, for the avoidance of doubt, office actions that arise in
the ordinary course of prosecution of any pending applications for patenting or
registering any Intellectual Property or that are immaterial in the reasonable
business judgment of Borrower).


 


(e)    Whenever any Grantor, either itself or
through any agent, employee, licensee or designee, shall file an application
with respect to any Patent, Trademark or Copyright (or for the registration of
any Trademark or Copyright) with the United States Patent and Trademark Office,
United States Copyright Office or any office or agency in any political
subdivision of the United States, such Grantor shall (i) report such
filing to the Collateral Agent concurrently with the delivery of the financial
statements referred to in Section 6.1(a) or 6.1(b) in the Credit
Agreement and (ii) at such time execute and deliver a Copyright Security
Agreement, a Patent Security Agreement or a Trademark Security Agreement with
respect to any such Copyrights, Patents or Trademarks, as applicable and, at
the request of the Collateral Agent, any and all other agreements, instruments,
documents and papers as the Collateral Agent may reasonably request to evidence
the Collateral Agent’s security interest in such applied for or registered
Patent, Trademark or Copyright.


 


(f)     Except as could not reasonably be expected
to result in a Material Adverse Effect, each Grantor will take all commercially
reasonable necessary steps that are consistent with the practice in any
proceeding before the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the
United States, to the extent necessary in its reasonable business judgment, to
maintain and prosecute each registration or application that is material to the
conduct of such Grantor’s business relating to the Patents, Trademarks and/or
Copyrights owned by such Grantor (and to obtain the relevant grant or
registration) and to maintain each issued Patent and each registration of the
Trademarks and Copyrights that is owned by Grantor and material to the conduct
of any Grantor’s business, including timely filings of applications for
renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees except as such Grantor may otherwise decide in its reasonable
business judgment, and, if consistent with good business judgment, to initiate
opposition, interference and cancellation proceedings against third parties.


 


(g)    Except as could not reasonably be expected
to result in a Material Adverse Effect, in the event that any Grantor knows
that any Article 9 Collateral consisting of a material Patent, Trademark
or Copyright owned or exclusively licensed by such Grantor and material to the
conduct of any Grantor’s business has been infringed, misappropriated or
diluted by a third party, such Grantor shall take such actions as Grantor shall
reasonably deem appropriate under the circumstances to protect such material
Intellectual Property and (ii) if such Intellectual Property is of
material economic value to such Grantor, notify the Collateral Agent as soon as
reasonably practicable after it learns thereof and, if consistent with such
Grantor’s reasonable business judgment, sue for infringement, misappropriation
or dilution, to seek injunctive relief where


 


17

















 


appropriate
and to recover any and all damages for such infringement, misappropriation or
dilution (and take any actions required by applicable law prior to instituting
such suit), and take such other actions as are appropriate under the
circumstances to protect such Article 9 Collateral. Nothing in this
Agreement shall prevent any Grantor from discontinuing the use or maintenance
of any Article 9 Collateral consisting of a Patent, Trademark or
Copyright, or require any Grantor to pursue any claim of infringement,
misappropriation or dilution, if (x) such Grantor so determines in its
good business judgment and (y) it is not prohibited by the Credit
Agreement.


 


(h)    Upon and during the continuation of an Event
of Default, each Grantor shall, at the reasonable request of the Collateral
Agent, use its commercially reasonable efforts to obtain all requisite consents
or approvals by the licensor of each material Copyright License, Patent License
or Trademark License to effect the assignment of all such Grantor’s right,
title and interest thereunder to the Collateral Agent or its designee.


 


ARTICLE V


 


Remedies


 


Section 5.01.
Remedies upon Default. Upon the occurrence and during the continuation
of an Event of Default, it is agreed that the Collateral Agent shall have the
right to take any of or all the following actions at the same or different
times: (a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9
Collateral by the applicable Grantors to the Collateral Agent, for the ratable
benefit of the Secured Parties, or to license or sublicense, whether general,
special or otherwise, and whether on an exclusive or nonexclusive basis, any
such Article 9 Collateral throughout the world on such terms and
conditions and in such manner as the Collateral Agent shall determine (other
than (i) in violation of any then-existing licensing arrangements to the
extent that waivers cannot be obtained or (ii) if such action would result
in the invalidity, unenforceability, abandonment, cancellation or voiding of
such intellectual property), and (b) with or without legal process and
with or without prior notice or demand for performance, to take possession of
the Article 9 Collateral and without liability for trespass to enter any
premises where the Article 9 Collateral may be located for the purpose of
taking possession of or removing the Article 9 Collateral and, generally,
to exercise any and all rights afforded to a secured party under the Uniform
Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Collateral Agent shall have the right,
subject to the mandatory requirements of applicable law, to sell or otherwise
dispose of all or any part of the Collateral at a public or private sale or at
any broker’s board or on any securities exchange, for cash, upon credit or for
future delivery as the Collateral Agent shall deem appropriate. Each such
purchaser at any sale of Collateral shall hold the property sold absolutely,
free from any claim or right on the part of any Grantor, and each Grantor
hereby waives (to the extent permitted by law) all rights of redemption, stay
and appraisal that such Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.


 


The
Collateral Agent shall give the applicable Grantors not less than 10 days’
written notice (which each Grantor agrees is reasonable notice within the meaning
of Section 9-611


 


18

















 


of
the New York UCC or its equivalent in other jurisdictions) of the Collateral
Agent’s intention to make any sale of Collateral. Any such notice shall (i) in
the case of a public sale, state the time and place for such sale, (ii) in
the case of a private sale, state the day after which such sale may be
consummated and (iii) in the case of a sale at a broker’s board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Collateral Agent may fix and state in the notice of such sale. At any
such sale, the Collateral, or portion thereof, to be sold may be sold in one
lot as an entirety or in separate parcels, as the Collateral Agent may
determine in its sole and absolute discretion. The Collateral Agent shall not
be obligated to make any sale of any Collateral if it shall determine not to do
so, regardless of the fact that notice of sale of such Collateral shall have
been given. The Collateral Agent may, without notice or publication, adjourn
any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent and the other Secured Parties shall not incur
any liability in case any such purchaser or purchasers shall fail to take up
and pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. At any public (or, to the extent
permitted by law, private) sale made pursuant to this Agreement, any Secured
Party may bid for or purchase, free (to the extent permitted by law) from any
right of redemption, stay, valuation or appraisal on the part of any Grantor
(all said rights being also hereby waived and released to the extent permitted
by law), the Collateral or any part thereof offered for sale and may make
payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor
therefor. For purposes hereof, a written agreement to purchase the Collateral
or any portion thereof shall be treated as a sale thereof; the Collateral Agent
shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof
subject thereto, notwithstanding the fact that after the Collateral Agent shall
have entered into such an agreement, all Events of Default shall have been
remedied and the Obligations paid in full. As an alternative to exercising the
power of sale herein conferred upon it, the Collateral Agent may proceed by a
suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court
or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this Section 5.01
shall be deemed to conform to the commercially reasonable standards as provided
in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.


 


Section 5.02.
Application of Proceeds. The Collateral Agent shall apply the proceeds
of any collection or sale of Collateral pursuant to this Article V,
including any Collateral consisting of cash, as follows:


 


FIRST, to the payment of all costs and expenses
incurred by the Collateral Agent and the Administrative Agent in connection
with such collection or sale or otherwise in


 


19

















 


connection
with this Agreement, any other Loan Document or any of the Secured Obligations,
including all court costs and the fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Collateral Agent hereunder
or under any other Loan Document on behalf of any Grantor and any other costs
or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Loan Document;


 


SECOND, to the payment in full of the Secured
Obligations (the amounts so applied to be distributed among the Secured Parties
pro rata in accordance with the amounts of the Secured Obligations owed to them
on the date of any such distribution); and


 


THIRD,
to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct.


 


The
Collateral Agent shall have sole and absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be
a sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.


 


Section 5.03.
Grant of License To Use Intellectual Property. For the purpose of enabling
the Collateral Agent to exercise rights and remedies under this Agreement at
such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, each Grantor hereby grants to the Collateral Agent a
nonexclusive license (exercisable without payment of royalty or other
compensation to the Grantors) to use, license or sublicense, subject to
reasonable quality control in favor of such Grantor, any of the Article 9
Collateral consisting of Intellectual Property now owned or hereafter acquired
by such Grantor, and wherever the same may be located, and including in such
license reasonable access to all media in which any of the licensed items may
be recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of the foregoing licenses shall be
effective at the option of the Collateral Agent, only upon the occurrence and
during the continuation of an Event of Default.


 


Section 5.04.
Securities Act. Each Grantor understands that compliance with the
Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar
statute as from time to time in effect being called the “Federal Securities
Laws”) with respect to any disposition of the Pledged Collateral permitted
hereunder might limit the course of conduct of the Collateral Agent if the
Collateral Agent were to attempt to dispose of all or any part of the Pledged
Collateral, and might also limit the extent to which or the manner in which any
subsequent transferee of any Pledged Collateral could dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting the
Collateral Agent in any attempt to dispose of all or part of the Pledged
Collateral under applicable Blue Sky or other state securities laws or similar
laws analogous in purpose or effect. Each Grantor recognizes that in light of
such restrictions and limitations the


 


20

















 


Collateral
Agent may, with respect to any sale of the Pledged Collateral, limit the
prospective purchasers to a limited number of investors who will agree, among
other things, to acquire such Pledged Collateral for their own account, for
investment, and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that in light of such restrictions and
limitations, the Collateral Agent, in its sole and absolute discretion (a) may
proceed to make such a sale whether or not a registration statement for the
purpose of registering such Pledged Collateral or part thereof shall have been
filed under the Federal Securities Laws and (b) may approach and negotiate
with a single potential purchaser to effect such sale. Each Grantor
acknowledges and agrees that any such sale might result in prices and other
terms less favorable to the seller than if such sale were a public sale without
such restrictions. In the event of any such sale, the Collateral Agent shall
incur no responsibility or liability for selling all or any part of the Pledged
Collateral at a price that the Collateral Agent, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid
or if more than a single purchaser were approached. The provisions of this Section 5.04
will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at
which the Collateral Agent sells.


 


ARTICLE VI


 


Indemnity, Subrogation and Subordination


 


Section 6.01.
Indemnity and Subrogation. In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to
Section 6.03), Borrower agrees that (a) in the event a payment of any
Secured Obligation shall be made by any Guarantor under this Agreement,
Borrower shall indemnify such Guarantor for the full amount of such payment and
such Guarantor shall be subrogated to the rights of the Person to whom such
payment shall have been made to the extent of such payment and (b) in the
event any assets of any Grantor shall be sold pursuant to this Agreement or any
other Security Document to satisfy in whole or in part any Secured Obligation
owed to any Secured Party, Borrower shall indemnify such Grantor in an amount
equal to the fair value of the assets so sold.


 


Section 6.02.
Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing
Party”) agrees (subject to Section 6.03) that, to the extent any other
Guarantor hereunder shall have paid (or shall be deemed to have paid, as a
result of a sale of the Collateral owned by it in accordance with Sections 5.01
or 5.03 herein) more than its proportionate share of any payment hereunder in
respect of any Obligation owed to any Secured Party and such other Guarantor or
Grantor (the “Claiming Party”) shall not have been fully indemnified by
Borrower as provided in Section 6.01, the Claiming Party shall be entitled
to seek and receive contribution from the Contributing Parties which have not
paid their respective share of such payment. Any Contributing Party making any
payment to a Claiming Party pursuant to this Section 6.02 shall be
subrogated to the rights of such Claiming Party under Section 6.01 to the
extent of such payment.


 


21

















 


Section 6.03.
Subordination. Notwithstanding any provision in this Agreement to the
contrary, all rights of the Guarantors and Grantors under Sections 6.01 and
6.02 and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise shall be fully subordinated to the payment in full
in cash of the Secured Obligations (other than indemnification obligations not
then due). No failure on the part of Borrower or any Guarantor or Grantor to
make the payments required by Sections 6.01 and 6.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor or Grantor with respect to its
Secured Obligations hereunder, and each Guarantor and Grantor shall remain
liable for the full amount of the Secured Obligations of such Guarantor or
Grantor hereunder.


 


ARTICLE VII


 


Miscellaneous


 


Section 7.01.
Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted in this Agreement) be in writing and given as
provided in Section 10.2 of the Credit Agreement, provided that any
communication or notice hereunder from the Collateral Agent to any Loan Party
upon the occurrence and during the continuation of an Event of Default may be
given by telephone if promptly confirmed in writing. All communications and
notices hereunder to any Guarantor shall be given to it in care of Borrower as
provided in Section 10.2 of the Credit Agreement.


 


Section 7.02.
Waivers; Amendment.


 


(a)    No failure or
delay by any Secured Party in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Secured Parties hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision in this Agreement or
consent to any departure by any Loan Party therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section 7.02,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether any Secured
Party may have had notice or knowledge of such Default at the time. No notice
or demand on any Loan Party in any case shall entitle any Loan Party to any
other or further notice or demand in similar or other circumstances.


 


(b)    Neither this
Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the
Collateral Agent and the Loan Party or Loan Parties with respect to which such
waiver, amendment or modification is to apply, subject to any consent required
in accordance with Section 10.1 of the Credit Agreement; provided further,
that no consent shall be required in


 


22

















 


connection
with any automatic termination or release in accordance with Section 7.13,
except for any consent required by Section 7.13(c), if any.


 


Section 7.03.
Collateral Agent’s Fees and Expenses. The parties hereto agree that the
Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket
costs and expenses incurred hereunder as provided in Section 10.5 of the
Credit Agreement.


 


Section 7.04.
Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted
successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of any Guarantor, Grantor or the Collateral Agent
that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns and shall inure to the benefit of the
other Secured Parties and their respective successors and assigns.


 


Section 7.05.
Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any Lender or on its
behalf and notwithstanding that the Administrative Agent, the Collateral Agent,
the Issuing Bank or any Lender may have had notice or knowledge of any Default
or incorrect representation or warranty at the time any credit is extended
under the Credit Agreement, and shall continue in full force and effect as long
as the principal of or any accrued interest on any Loan or any fee or any other
amount payable under any Loan Document is outstanding and unpaid or any Letter
of Credit is outstanding and so long as the Commitments have not expired or
terminated.


 


Section 7.06.
Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts, each of which shall constitute an original but all of
which, when taken together, shall constitute single contract. Delivery of an
executed signature page to this Agreement by facsimile transmission or
Adobe PDF e-mail shall be as effective as delivery of a manually signed
counterpart of this Agreement. This Agreement shall become effective as to any
Loan Party when a counterpart hereof executed on behalf of such Loan Party
shall have been delivered to the Collateral Agent and a counterpart hereof
shall have been executed on behalf of the Collateral Agent, and thereafter
shall be binding upon such Loan Party and the Collateral Agent and their
respective permitted successors and assigns, and shall inure to the benefit of
such Loan Party, the Collateral Agent, the Collateral Agent and the other
Secured Parties and their respective successors and assigns, except that no
Loan Party shall have the right to assign or transfer its rights or obligations
hereunder or any interest in this Agreement or in the Collateral (and any such
assignment or transfer shall be void) except as contemplated by this Agreement
or the Credit Agreement. This Agreement shall be construed as a separate
agreement with respect to each Loan Party and may be amended, modified,
supplemented, waived or released with respect to any Loan Party without the
approval of any other Loan Party and without affecting the obligations of any
other Loan Party hereunder.


 


23

















 


Section 7.07.
Severability. Any provision in this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof; the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


Section 7.08.
Right of Set-Off. In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right after the occurrence and
during the continuance of an Event of Default, without prior notice to Parent
or the Borrower, any such notice being expressly waived by Parent and the
Borrower to the extent permitted by applicable law, upon any amount becoming
overdue and payable by Parent or the Borrower hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and appropriate and apply against
such amount any and all deposits (general or special, time or demand,
provisional or final other than payroll, tax or trust accounts), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of Parent or the Borrower, as the
case may be. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender,
provided that the failure to give
such notice shall not affect the validity of such setoff and application.


 


Section 7.09.
Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)    This Agreement
shall be governed by and construed in accordance with, the law of the State of
New York without regard to principles of conflicts of law to the extent that
the application of the laws of another jurisdiction will be required thereby.


 


(b)    Each of the
parties hereto 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 this
Agreement or any other 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 law, in
such Federal court. Nothing in this Agreement or any other Loan Document shall
affect any right that the Collateral Agent, the Issuing Bank, any Lender or any
Loan Party may otherwise have to bring any action or proceeding relating to
this Agreement or any other Loan Document in the courts of any jurisdiction.


 


(c)    Each of the
Loan Parties hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that 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 paragraph (b) of this Section 7.09. Each of the
parties hereto hereby irrevocably waives, to the fullest extent


 


24

















 


permitted
by law, 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 the manner
provided for notices in Section 7.01. 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 law.


 


Section 7.10.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY
(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 7.10.


 


Section 7.11.
Headings. Article and Section headings and the Table of
Contents used in this Agreement are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement.


 


Section 7.12.
Security Interest Absolute. All rights of the Collateral Agent
hereunder, the Security Interest, the grant of a security interest in the
Pledged Collateral and all obligations of each Grantor and Guarantor hereunder
shall be absolute and unconditional irrespective of (a) any lack of
validity or enforceability of the Credit Agreement, any other Loan Document,
any agreement with respect to any of the Secured Obligations or any other
agreement or instrument relating to any of the foregoing, (b) 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 the Credit Agreement, any other Loan Document or any
other agreement or instrument, (c) any exchange, release or non-perfection
of any Lien on other collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee, securing or guaranteeing all or
any of the Secured Obligations (except as provided herein or in any other Loan
Document), or (d) any other circumstance that might otherwise constitute a
defense (other than defense of payment or performance) available to, or a
discharge of, any Grantor or Guarantor in respect of the Secured Obligations or
this Agreement. Each of the Grantors agrees that its obligations hereunder and
the security interest created hereunder shall continue to be effective or be
reinstated, as applicable, if at any time payment, or any part thereof, of all
or any part of the Secured Obligations is rescinded or must otherwise be
restored by the Secured Party upon the bankruptcy or reorganization of any
Grantor or otherwise.


 


25

















 


Section 7.13.
Termination or Release.


 


(a)    This Agreement
and the Guarantees made in this Agreement shall terminate and the Security
Interest and all other security interests granted hereby shall be automatically
released when all the Obligations have been paid in full in cash (other than
indemnities and other contingent liabilities not then due that expressly
survive repayment of the Loans and termination of the Facility), the L/C
Obligations have been terminated (or have been cash collateralized or
backstopped by back to back letters of credit in each case pursuant to arrangements
reasonably satisfactory to the Issuing Bank) and the Lenders have no further
Commitment to lend or issue Letters of Credit under the Credit Agreement.


 


(b)    A Person which
was a Loan Party immediately prior to the consummation of any transaction permitted
by the Credit Agreement shall automatically be released from its obligations
hereunder and the Security Interest in the Collateral of such Person shall be
automatically released upon the consummation of any transaction permitted by
the Credit Agreement as a result of which such Person ceases to be a Loan
Party.


 


(c)    Upon any sale
or other transfer (including a windup or dissolution) by any Grantor of any
Collateral that is permitted under the Credit Agreement (other than any such
transfer to another Grantor), or upon the effectiveness of any written consent
to the release of the security interest granted hereby in any Collateral
pursuant to Section 10.1 of the Credit Agreement, the security interest in
such Collateral shall be automatically released.


 


(d)    In connection
with any termination or release of any Security Interest created hereunder, the
Collateral Agent shall execute and deliver to any Person, at such Person’s
expense, all documents that such Person shall reasonably request to evidence
such termination or release of its obligations or the Security Interests in its
Collateral. Any execution and delivery of documents pursuant to this Section 7.13
shall be without recourse to or warranty by the Collateral Agent.


 


Section 7.14.
Additional Subsidiaries. Pursuant to Section 6.9 of the Credit
Agreement, each Subsidiary of Borrower that was not in existence or not a
Subsidiary on the date of the Credit Agreement and required pursuant to Section 6.9
of the Credit Agreement to enter in this Agreement as a Subsidiary Guarantor
upon becoming such a Subsidiary shall do so (in accordance with Section 6.9
of the Credit Agreement). Upon execution and delivery by the Collateral Agent
and such Subsidiary of an instrument in the form of Exhibit I hereto, such
Subsidiary shall become a Subsidiary Guarantor and Grantor hereunder with the
same force and effect as if originally named as a Subsidiary Guarantor in this
Agreement. The execution and delivery of any such instrument shall not require
the consent of any other Loan Party hereunder. The rights and obligations of
each Loan Party hereunder shall remain in full force and effect notwithstanding
the addition of any new Loan Party as a party to this Agreement.


 


Section 7.15.
Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Collateral Agent the attorney-in-fact of such Grantor for the
purpose of carrying out the provisions of this Agreement and taking any action
and executing any instrument that the Collateral Agent may deem necessary to accomplish
the purposes hereof, which appointment is irrevocable and coupled with an
interest. Without limiting the generality


 


26














 


of
the foregoing, the Collateral Agent shall have the right, upon the occurrence
and during the continuation of an Event of Default, with full power of
substitution either in the Collateral Agent’s name or in the name of such
Grantor (a) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any
rights in respect of any Collateral; (b) to settle, compromise, compound,
adjust or defend any actions, suits or proceedings relating to all or any of
the Collateral; and (c) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral,
and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes, provided that nothing
in this Agreement contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present
or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby; provided further that the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 7.15 unless an Event of Default
shall have occurred and be continuing. The Collateral Agent and the other
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them in this Agreement, and
neither they nor their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.


 


Section 7.16.
Further Assurances. Notwithstanding anything to the contrary herein, the
parties hereto agree to comply with the requirements set forth in Section 6.10
of the Credit Agreement.


 


Section 7.17.
Waivers, Etc. Each Qualified Counterparty and each Cash Management
Bank (in its capacity as such, and to the extent such Person is a Secured
Party), by becoming a Secured Party, shall be deemed to make the waivers,
appointments, exculpations, acknowledgments, agreements and delegations in
favor of the Collateral Agent that the Lenders make in Section 9 of the
Credit Agreement.


 


 


[Signature Pages to Follow]


 


27

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.


 


	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES HOLDINGS, INC.,

  as a Grantor and a Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Erin L. Russell

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Erin
  L. Russell

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
   

  	
  RTS
  MERGERCO, INC.,

  as Borrower and a Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Erin L. Russell

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Erin
  L. Russell

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
   

  	
  RADIATION
  THERAPY SERVICES, INC., 

  as Borrower and a Grantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Watson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Watson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  



 


 


[Guaranty and Collateral Agreement]


 

















 


	
   

  	
   

  	
  21ST
  CENTURY ONCOLOGY MANAGEMENT SERVICES, INC.

  21ST
  CENTURY ONCOLOGY OF ALABAMA, INC.

  21ST
  CENTURY ONCOLOGY OF ARIZONA, INC.

  21ST
  CENTURY ONCOLOGY OF HARFORD COUNTY MARYLAND, LLC

  21ST
  CENTURY ONCOLOGY OF JACKSONVILLE, INC.

  21ST
  CENTURY ONCOLOGY OF NEW JERSEY, INC.

  21ST
  CENTURY ONCOLOGY OF PRINCE GEORGES COUNTY, MARYLAND, LLC

  21ST
  CENTURY ONCOLOGY OF SOUTH CAROLINA, LLC

  21ST
  CENTURY ONCOLOGY, INC.

  AMERICAN
  CONSOLIDATED TECHNOLOGIES, L.L.C.

  ARIZONA
  RADIATION THERAPY MANAGEMENT SERVICES, INC.

  BERLIN
  RADIATION THERAPY TREATMENT CENTER, LLC

  CALIFORNIA
  RADIATION THERAPY MANAGEMENT SERVICES, INC.

  DEVOTO
  CONSTRUCTION OF SOUTHWEST FLORIDA, INC.

  FINANCIAL
  SERVICES OF SOUTHWEST FLORIDA, LLC

  MARYLAND
  RADIATION THERAPY MANAGEMENT SERVICES, INC.

  MICHIGAN
  RADIATION THERAPY MANAGEMENT SERVICES, INC.

  NEVADA
  RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED

  NEW
  YORK RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED

  NORTH
  CAROLINA RADIATION THERAPY MANAGEMENT SERVICES, INC.

  RADIATION
  THERAPY SERVICES INTERNATIONAL, INC.

  WEST
  VIRGINIA RADIATION THERAPY SERVICES, INC. 

  as Subsidiary Guarantors and Grantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  David Watson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David
  Watson 

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


[Guaranty and Collateral Agreement]


 

















 


	
   

  	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, 

  as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Kurt Brechnitz

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kurt
  Brechnitz

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  



 


 


[Guaranty and Collateral Agreement]


 

















 


SCHEDULES


 


TO THE


 


GUARANTY AND COLLATERAL AGREEMENT


 


dated as of


 


February 21, 2008


 


among


 


RADIATION THERAPY SERVICES HOLDINGS, INC.,


 


RADIATION THERAPY SERVICES, INC. 

(as successor to RTS MERGERCO, INC.),


 


as Borrower


 


THE SUBSIDIARIES OF RADIATION THERAPY SERVICES, INC.


FROM TIME TO TIME PARTY HERETO


 


and


 


WACHOVIA BANK, NATIONAL ASSOCIATION


 


as
Collateral Agent


 

















 


SCHEDULE I


 


SUBSIDIARY GUARANTORS


 


21st
Century Oncology of Alabama, Inc.


Arizona
Radiation Therapy Management Services, Inc.


California
Radiation Therapy Management Services, Inc.


21st
Century Oncology of Jacksonville, Inc.


21st
Century Oncology, Inc.


21st
Century Oncology of Harford County Maryland, LLC


Berlin
Radiation Therapy Treatment Center, LLC


American
Consolidated Technologies, LLC


Nevada
Radiation Therapy Management Services, Incorporated


21st
Century Oncology of New Jersey, Inc.


New
York Radiation Therapy Management Services, Inc.


North
Carolina Radiation Therapy Management Services, Inc.


West
Virginia Radiation Therapy Services, Inc.


21st
Century Oncology of Arizona, Inc.


Devoto
Construction of Southwest Florida, Inc.


Financial
Services of Southwest Florida, LLC


Radiation
Therapy Services International, Inc.


21st
Century Oncology Management Services, Inc.


Maryland
Radiation Therapy Management Services, Inc.


21st
Century Oncology of Prince Georges County, Maryland, LLC


Michigan
Radiation Therapy Management Services, Inc.


21st
Century Oncology of South Carolina, LLC


 


2

















 


SCHEDULE II


 


PLEDGED STOCK; PLEDGED NOTES


 


	
  Name of Entity

  	
   

  	
  Record Owner

  	
   

  	
  Certificate No.

  	
   

  	
  No. Shares/Interest

  	
   

  	
  Percent Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RTS Mergerco, Inc.

  	
   

  	
  Radiation Therapy
  Services, Holdings, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radiation Therapy
  Services, Holdings, Inc.

  	
   

  	
  Radiation Therapy
  Investments, LLC 1

  	
   

  	
  1

  	
   

  	
  1000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  Radiation Therapy Services
  Holdings, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology of
  Alabama, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arizona Radiation Therapy
  Management Services, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  California Radiation
  Therapy Management Services, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology of
  Jacksonville, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  3

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Devoto Construction of
  Southwest Florida, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial Services of
  Southwest Florida, LLC

  	
   

  	
  Radiation Therapy
  Services, Inc. (f/k/a Radiation Therapy Regional Centers, Inc.)

  	
   

  	
  6

  	
   

  	
  500

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century
  Oncology, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc. (f/k/a Radiation Therapy Regional Centers, Inc.)

  	
   

  	
  6

  	
   

  	
  600

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radiation Therapy Services
  International, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  3

  	
   

  	
  10

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology
  Management Services, Inc.

  	
   

  	
  21st Century
  Oncology, Inc.

  	
   

  	
  1

  	
   

  	
  200

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maryland Radiation Therapy
  Management Services, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology of
  Harford County Maryland, LLC

  	
   

  	
  Maryland Radiation Therapy
  Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  



 


3

















 


	
  Name of Entity

  	
   

  	
  Record Owner

  	
   

  	
  Certificate No.

  	
   

  	
  No. Shares/Interest

  	
   

  	
  Percent Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology of
  Prince Georges County, Maryland, LLC

  	
   

  	
  Maryland Radiation Therapy
  Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Berlin Radiation Therapy
  Treatment Center, LLC.

  	
   

  	
  Maryland Radiation Therapy
  Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michigan Radiation Therapy
  Management Services, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  200

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American Consolidated
  Technologies, L.L.C.

  	
   

  	
  Michigan Radiation Therapy
  Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nevada Radiation Therapy
  Management Services, Incorporated

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  7

  	
   

  	
  600

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology of
  New Jersey, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  200

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York Radiation Therapy
  Management Services, Incorporated

  	
   

  	
  Radiation Therapy Services, Inc.
  (f/k/a Radiation Therapy Regional Centers, Inc.)

  	
   

  	
  7

  	
   

  	
  600

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North Carolina Radiation
  Therapy Management Services, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Century Oncology of
  South Carolina, LLC.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West Virginia Radiation
  Therapy Services, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st Oncology of
  Arizona, Inc.

  	
   

  	
  Radiation Therapy
  Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  



 


PLEDGED NOTES


 


None.


 


4














 


SCHEDULE III


 


INTELLECTUAL PROPERTY


 


1.                          Company
Intellectual Property


 


(a)        Trademarks:


 


	
  Mark

  	
   

  	
  Country

  	
   

  	
  Status

  	
   

  	
  App.

  No./

  Reg.

  No.

  	
   

  	
  App.

  Date/

  Reg.

  Date

  	
   

  	
  Goods/Services

  	
   

  	
  Owner

  	
   

  
	
  21ST
  CENTURY ONCOLOGY

  	
   

  	
  U.S. State (Alabama)

  	
   

  	
  Registered

  	
   

  	
  109244

  	
   

  	
  7/7/04

  	
   

  	
  (Int. Cl. 35) Advertising
  and business.

  	
   

  	
  21st Century Oncology of AL, Inc.
  Alabama Corporation 2234 Colonial Blvd. Fort Myers, FL 33907

  	
   

  



 


(b)       Copyrights:


 


	
  Title

  	
   

  	
  Status

  	
   

  	
  App. No./

  Reg. No.

  	
   

  	
  App.

  Date/

  Reg.

  Date

  	
   

  	
  Owner

  	
   

  
	
  Corporate compliance manual.

  	
   

  	
  Registered

  	
   

  	
  TXu860539

  	
   

  	
  6/12/98

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  
	
  PROCAT-protocol office assistant for clinical
  trail software.

  	
   

  	
  Registered

  	
   

  	
  TXu728845

  	
   

  	
  8/2/99

  	
   

  	
  21st
  Century Oncology, Inc.

  	
   

  



 


(c)        Domain Names:


 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
  21stcenturyoncology.biz

  	
   

  	
  Margarita
  Suarez

  	
   

  	
  3/22/09

  
	
   

  	
   

  	
  c/o
  Radiation Therapy Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, FL 33907

  	
   

  	
   

  
	
  21stcenturyoncology.com

  	
   

  	
  RTSI

  	
   

  	
  12/15/08

  
	
   

  	
   

  	
  Radiation
  Therapy Regional Ctr.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, FL 33907

  	
   

  	
   

  
	
  21stcenturyoncology.info

  	
   

  	
  Margarita
  Suarez

  	
   

  	
  3/23/09

  
	
   

  	
   

  	
  c/o
  Radiation Therapy Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, FL 33907

  	
   

  	
   

  



 


 


5

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
  21stcenturyoncology.net

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  3/23/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  21stcenturyoncologyinc.biz

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/4/17

  
	
   

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  21stcenturyoncologyinc.com

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  21stcenturyoncologyinc.info

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  c/o Radiation Therapy Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  21stcenturyoncologyinc.net

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  c/o Radiation Therapy Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  owan.com

  	
   

  	
  RTSI

  	
   

  	
  7/22/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  owan.net

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  11/13/10

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  radiationtherapyservices.com

  	
   

  	
  RTSI

  	
   

  	
  7/18/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  radtherapyassoc.com

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  4/15/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  twenty-first-century.com

  	
   

  	
  Twenty First Century Oncology

  	
   

  	
  9/28/09

  
	
   

  	
   

  	
  1850 Boyscout Dr.

  	
   

  	
   

  
	
   

  	
   

  	
  Number 101A

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  radiationtherapyservicesinc.biz

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/4/17

  
	
   

  	
   

  	
  c/o Radiation Therapy Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
  radiationtherapyservicesinc.com

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  radiationtherapyservicesinc.info

  	
   

  	
  Radiation Therapy 

  	
   

  	
  1/5/17

  



 


6

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  radiationtherapyservicesinc.net

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  21stcenturyoncology.us

  	
   

  	
  Radiation Therapy Services, Inc.

  	
   

  	
  3/22/17

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  glogutstein.com

  	
   

  	
  ATTN:

  	
   

  	
  9/30/16

  
	
   

  	
   

  	
  GLOGUTSTEIN.COM

  	
   

  	
   

  
	
   

  	
   

  	
  c/o/ Network Solutions

  	
   

  	
   

  
	
  goldbergersurgery.com

  	
   

  	
  RTSI

  	
   

  	
  9/17/16

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  mrmgmt.com

  	
   

  	
  RTSI

  	
   

  	
  4/13/16

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  dolphinmedical-az.com

  	
   

  	
  RTSI

  	
   

  	
  7/18/11

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  advmedsvc.org

  	
   

  	
  RTSI

  	
   

  	
  3/21/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  tvgynonc.com

  	
   

  	
  RTSI

  	
   

  	
  4/1/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  prostateseeds.org

  	
   

  	
  RTSI

  	
   

  	
  3/12/11

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  imaginginitiatives.com

  	
   

  	
  RTSI

  	
   

  	
  7/14/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  prostatecancercenters.com

  	
   

  	
  RTSI

  	
   

  	
  11/3/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  greenbeltcancercenter.com

  	
   

  	
  RTSI

  	
   

  	
  7/24/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  



 


7

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
  southwestfloridaurology.com

  	
   

  	
  RTSI

  	
   

  	
  1/29/12

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  swfua.com

  	
   

  	
  RTSI

  	
   

  	
  1/29/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  advmedsvc.net

  	
   

  	
  RTSI

  	
   

  	
  3/21/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  rtsx.com

  	
   

  	
  RTSI

  	
   

  	
  5/2/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  riversideoncologycenter.com

  	
   

  	
  RTSI

  	
   

  	
  12/20/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  prostateseeds.net

  	
   

  	
  RTSI

  	
   

  	
  3/12/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  flagynonc.com

  	
   

  	
  RTSI

  	
   

  	
  6/8/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  rtsx2.com

  	
   

  	
  RTSI

  	
   

  	
  4/30/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  valleycancercenter.com

  	
   

  	
  RTSI

  	
   

  	
  11/26/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  prostatecancercenters.org

  	
   

  	
  RTSI

  	
   

  	
  11/3/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  advmedsvc.com

  	
   

  	
  RTSI

  	
   

  	
  3/21/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  gbroc.com

  	
   

  	
  RTSI

  	
   

  	
  3/11/09

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  riverhill.com

  	
   

  	
  RTSI

  	
   

  	
  10/28/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  prostatecancercenters.net

  	
   

  	
  RTSI

  	
   

  	
  11/3/08

  



 


8

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  
	
  colorectalinstitute.com

  	
   

  	
  RTSI

  	
   

  	
  10/21/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  



 


(d) Registered
fictitious names:


 


	
  Registered Fictitious Name

  	
   

  	
  State

  
	
  21st
  Century Oncology

  	
   

  	
  Alabama

  
	
  21st
  Century Oncology of Alabama

  	
   

  	
  Alabama

  
	
  Redding
  Cancer Treatment Center, Inc.

  	
   

  	
  California

  
	
  Santa
  Monica Cancer Treatment Center, Inc.

  	
   

  	
  California

  
	
  Beverly
  Hills Radiation Oncology, Inc.

  	
   

  	
  California

  
	
  Associates
  In General And Vascular Surgery

  	
   

  	
  Florida

  
	
  Boca
  Raton Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Breast
  Care Specialists Of Florida

  	
   

  	
  Florida

  
	
  Central
  Radiation Therapy Institute

  	
   

  	
  Florida

  
	
  Charlotte
  County Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Collier
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  The
  Colo-Rectal Institute

  	
   

  	
  Florida

  
	
  The
  Colorectal Institute

  	
   

  	
  Florida

  
	
  Comprehensive
  Breast Center Of Coral Springs

  	
   

  	
  Florida

  
	
  Coral
  Springs Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Crestview
  Cancer Center

  	
   

  	
  Florida

  
	
  Defuniak
  Springs Cancer Center

  	
   

  	
  Florida

  
	
  Englewood
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Florida
  Gynecologic Oncology

  	
   

  	
  Florida

  
	
  Florida
  Specialists In Urology

  	
   

  	
  Florida

  
	
  Florida
  Urology Physicians

  	
   

  	
  Florida

  
	
  Naples
  Breast Surgery Center

  	
   

  	
  Florida

  
	
  Okaloosa
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Sarasota Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  South
  Florida Gynecologic Oncology

  	
   

  	
  Florida

  
	
  South
  Florida Radiotherapy Center

  	
   

  	
  Florida

  
	
  Southwest
  Florida Equipment

  	
   

  	
  Florida

  
	
  Southwest
  Florida Urologic Associates

  	
   

  	
  Florida

  
	
  Tamarac
  Radiation Therapy Center

  	
   

  	
  Florida

  
	
  Urology
  Treatment Center

  	
   

  	
  Florida

  
	
  Venice
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  William
  M. Letson Jr., MD

  	
   

  	
  Florida

  
	
  Danville
  Radiation Therapy Center

  	
   

  	
  Kentucky

  



 


9

















 


	
  Bluegrass Cancer Center

  	
   

  	
  Kentucky

  
	
  Bluegrass Radiation Oncology Center

  	
   

  	
  Kentucky

  
	
  Cancer Centers of Michigan

  	
   

  	
  Michigan

  
	
  Heart Alert

  	
   

  	
  Michigan

  
	
  MIRO Cancer Centers

  	
   

  	
  Michigan

  
	
  A Cancer Center

  	
   

  	
  Michigan

  
	
  Michigan Institute for Radiation Oncology

  	
   

  	
  Michigan

  
	
  University Center for Internal Medicine

  	
   

  	
  Michigan

  
	
  Michigan Gynecology Center

  	
   

  	
  Michigan

  
	
  Michigan Cancer Helpline

  	
   

  	
  Michigan

  
	
  American Hematology/Oncology Center

  	
   

  	
  Michigan

  
	
  Michigan Comprehensive Cancer Institute

  	
   

  	
  Michigan

  
	
  MIRO-Monroe Cancer Center

  	
   

  	
  Michigan

  
	
  MIRO Community Cancer Center

  	
   

  	
  Michigan

  
	
  MIRO Clarkston Cancer Center

  	
   

  	
  Michigan

  
	
  MIRO-Monroe

  	
   

  	
  Michigan

  
	
  MIRO Cancer Centers

  	
   

  	
  Michigan

  
	
  MIRO-Monroe Radiation Oncology Center

  	
   

  	
  Michigan

  
	
  MIRO Cancer Care Center

  	
   

  	
  Michigan

  
	
  MIRO Affiliated Radiation Oncology Centers

  	
   

  	
  Michigan

  
	
  MIRO-Farmington Hills

  	
   

  	
  Michigan

  
	
  MIRO-Madison Heights

  	
   

  	
  Michigan

  
	
  Michigan Radiation Oncology

  	
   

  	
  Michigan

  
	
  Cancer Centers of Michigan

  	
   

  	
  Michigan

  
	
  Clark County Radiation Regional Therapy Center

  	
   

  	
  Nevada

  
	
  Radiation Oncology Center of Henderson

  	
   

  	
  Nevada

  
	
  Westchester County Radiation Therapy Regional
  Center

  	
   

  	
  New
  York

  



 


10

















 


SCHEDULE IV


 


COMMERCIAL TORT CLAIMS


 


None.


 


11

















 


Exhibit I to the


Collateral Agreement


 


SUPPLEMENT
NO.          dated as of [ ], to the
Guaranty and Collateral Agreement (the “Collateral Agreement”) dated as
of February 21, 2008, among RADIATION THERAPY SERVICES HOLDINGS, INC.,
a Delaware corporation (“Parent”), RADIATION THERAPY SERVICES, INC.,
a Florida corporation (“Borrower”),, each subsidiary of Borrower listed
on Schedule I thereto (each such subsidiary individually a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”); the
Subsidiary Guarantors and Borrower are referred to collectively herein as the “Grantors”)
and WACHOVIA BANK, NATIONAL ASSOCIATION, (“Wachovia”), as Collateral Agent (in
such capacity, the “Collateral Agent”).


 


A.     Reference is made to the Credit Agreement
dated as of February 21, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Parent, Borrower,
the lenders from time to time party thereto, Wachovia, as Administrative Agent
and the other financial institutions party thereto.


 


B.     Capitalized terms used in this Agreement
and not otherwise defined in this Agreement shall have the meanings assigned to
such terms in the Credit Agreement and the Collateral Agreement referred to
therein.


 


C.     The Grantors have entered into the
Collateral Agreement in order to induce the Lenders to make Loans and the
Issuing Bank to issue Letters of Credit. Section 7.14 of the Collateral
Agreement provides that additional Subsidiaries of Borrower may become
Subsidiary Guarantors under the Collateral Agreement by execution and delivery
of an instrument in the form of this Supplement. The undersigned Subsidiary
(the “New Subsidiary”) is executing this Supplement in accordance with the
requirements of the Credit Agreement to become Subsidiary Guarantors under the
Collateral Agreement in order to induce the Lenders to make additional Loans
and the Issuing Bank to issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued.


 


Accordingly,
the Collateral Agent and the New Subsidiary agree as follows:


 


SECTION 1.       In
accordance with Section 7.14 of the Collateral Agreement, the New
Subsidiary by its signature below becomes a Subsidiary Guarantor and a Grantor
under the Collateral Agreement with the same force and effect as if originally
named therein as a Subsidiary Guarantor and a Grantor and the New Subsidiary
hereby (a) agrees to all the terms and provisions of the Collateral
Agreement applicable to it as a Subsidiary Guarantor and Grantor there-under
and (b) represents and warrants that the representations and warranties
made by it as a Grantor and Subsidiary Guarantor thereunder are true and
correct on and as of the date hereof. In furtherance of the foregoing, the New
Subsidiary, as security for the payment and performance in full of the Secured
Obligations (as defined in the Collateral Agreement), does hereby create and
grant to the Collateral Agent, its successors and assigns, for the benefit of
the Secured Parties, their successors and assigns, a security interest in and
lien on all the New Subsidiary’s right, title and interest in and to the
Collateral (as defined in the Collateral Agreement) of the


 


Exh. I-1

















 


New
Subsidiary. Each reference to a “Subsidiary Guarantor” or “Grantor” in the
Collateral Agreement shall be deemed to include the New Subsidiary. The
Collateral Agreement is hereby incorporated in this Agreement by reference.


 


SECTION 2.       The
New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.


 


SECTION 3.       This
Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. This Supplement shall become effective when the Collateral Agent
shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary and the Collateral Agent has executed a counterpart
hereof. Delivery of an executed signature page to this Supplement by
facsimile transmission or Adobe PDF email shall be as effective as delivery of
a manually signed counterpart of this Supplement.


 


SECTION 4.       The
New Subsidiary hereby represents and warrants that set forth (a) under its
signature hereto is (i) the true and correct legal name of the New
Subsidiary, (ii) its jurisdiction of formation, (iii) its Federal
Taxpayer Identification Number and its organizational identification number and
(iv) the location of its chief executive office and (b) on Schedule I
hereto all Capital Stock, Instruments, Copyright, Patent and Trademark
registrations, applications and licenses owned by such New Subsidiary.


 


SECTION 5.       Except
as expressly supplemented hereby, the Collateral Agreement shall remain in full
force and effect.


 


SECTION 6.      THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.       Any
provision of this Supplement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions hereof and in
the Collateral Agreement; the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


SECTION 8.       All
communications and notices hereunder shall be in writing and given as provided
in Section 7.01 of the Collateral Agreement.


 


SECTION 9.       The
New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Collateral
Agent.


 


Exh. I-2

















 


IN
WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed
this Supplement to the Collateral Agreement as of the day and year first above
written.


 


	
   

  	
   

  	
  [NAME
  OF NEW SUBSIDIARY],

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Legal
  Name: 

  Jurisdiction of Formation:

  Location of Chief Executive Office:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  Title:

  



 


Exh. I-3














 


Schedule I


to the Supplement No.   


to the Collateral Agreement


 


CAPITAL STOCK


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Number and

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of

  	
   

  	
  Registered

  	
   

  	
  Class of

  	
   

  	
  Percentage of

  	
   

  
	
  Issuer

  	
   

  	
  Certificate

  	
   

  	
  Owner

  	
   

  	
  Capital Stock

  	
   

  	
  Capital Stock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


DEBT SECURITIES


 


	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


INTELLECTUAL PROPERTY


 


I.              Copyright Registrations


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  	
   

  
	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.            Copyright Applications


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Date

  	
   

  
	
  Registered Owner

  	
   

  	
  Title

  	
   

  	
  Number

  	
   

  	
  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


III.           Copyright Licenses


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  	
   

  
	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Title

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.           Patents


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  	
   

  
	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


V.            Patent Applications


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Date

  	
   

  
	
  Registered Owner

  	
   

  	
  Mark

  	
   

  	
  Number

  	
   

  	
  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VI.                                 Patent Licenses


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  	
   

  
	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Mark

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.          Trademark Registrations


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  	
   

  
	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Exh. II-2

















 


VIII.        Trademark Applications


 


	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Date

  	
   

  
	
  Registered Owner

  	
   

  	
  Type

  	
   

  	
  Number

  	
   

  	
  Filed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IX.                                Trademark
Licenses


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Registration

  	
   

  	
  Expiration

  	
   

  
	
  Licensee

  	
   

  	
  Licensor

  	
   

  	
  Type

  	
   

  	
  Number

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Exh. II-3

















 


Exhibit II


to the Collateral Agreement


 


Form of Copyright Security Agreement


 


Copyright Security Agreement, dated as of [    ],
by [    ] and
[                      ]
(individually, a “Grantor”, and, collectively, the “Grantors”),
in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the “Collateral
Agent”).


 


WITNESSETH:


 


WHEREAS,
the Grantors are party to a Guaranty and Collateral Agreement dated as of February 21,
2008 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Collateral Agreement”) in favor of the Collateral
Agent pursuant to which the Grantors 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 benefit of the Secured Parties, to enter into the Credit Agreement, the
Grantors hereby agree with the Collateral Agent as follows:


 


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


 


SECTION 2.
Grant of Security Interest in Copyright Collateral. Each Grantor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured
Parties a security interest in all right, title and interest in or to any and
all of the following Pledged Collateral of such Grantor:


 


(a) Copyrights
of such Grantor listed on Schedule I attached hereto; and


 


(b) all
Proceeds of any and all of the foregoing.


 


SECTION 3.
The Collateral 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 Collateral Agreement
and Grantors hereby acknowledge and affirm that the rights and remedies of the
Collateral Agent with respect to the security interest in the Copyrights made
and granted hereby are more fully set forth in the Collateral 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 con-


 

















 


flict
with the Collateral Agreement, the provisions of the Collateral Agreement shall
control unless the Collateral Agent shall otherwise determine.


 


SECTION 4.
Termination. Upon the payment in full of the Secured Obligations and
termination of the Collateral Agreement, the Collateral Agent shall execute,
acknowledge, and deliver to the Grantors an instrument in writing in recordable
form releasing the collateral pledge, grant, assignment, lien and security
interest in the Copyrights under this Copyright Security Agreement.


 


SECTION 5.
Counterparts. This Copyright Security 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 Copyright Security Agreement
by signing and delivering one or more counterparts.


 


[signature page follows]


 


2

















 


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


 


	
   

  	
  Very
  truly yours, 

  
	
   

  	
   

  
	
   

  	
  [Grantor]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:

  



 


	
  Accepted
  and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as
  Collateral Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


3

















 


SCHEDULE I 

to


COPYRIGHT SECURITY AGREEMENT


COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS


 


Copyright
Registrations:


 


	
  OWNER

  	
   

  	
  REGISTRATION

  NUMBER

  	
   

  	
  TITLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Copyright
Applications:


 


	
  OWNER

  	
   

  	
  TITLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


4

















 


Exhibit III
to the 


Collateral
Agreement


 


Form of Patent Security Agreement


 


Patent Security Agreement, dated as of [    ],
by [    ] and
[                  ]
(individually, a “Grantor”, and, collectively, the “Grantors”),
in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the “Collateral
Agent”).


 


WITNESSETH:


 


WHEREAS,
the Grantors are party to a Guaranty and Collateral Agreement dated as of February 21,
2008 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Collateral Agreement”) in favor of the Collateral
Agent pursuant to which the Grantors 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 benefit of the Secured Parties, to enter into the Credit Agreement, the
Grantors hereby agree with the Collateral Agent as follows:


 


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


 


SECTION 2.
Grant of Security Interest in Patent Collateral. Each Grantor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured
Parties a security interest in all right, title and interest in or to any and
all of the following Pledged Collateral of such Grantor:


 


(a) Patents
of such Grantor listed on Schedule I attached hereto; and


 


(b) all
Proceeds of any and all of the foregoing.


 


SECTION 3.
The Collateral 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 Collateral Agreement and
Grantors hereby acknowledge and affirm that the rights and remedies of the
Collateral Agent with respect to the security interest in the Patents made and
granted hereby are more fully set forth in the Collateral 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 Collateral Agreement, the provisions of the
Collateral Agreement shall control unless the Collateral Agent shall otherwise
determine.


 


SECTION 4.
Termination. Upon the payment in full of the Secured Obligations and
termination of the Collateral Agreement, the Collateral Agent shall execute,
acknowledge, and deliver to the Grantors 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.


 


SECTION 5.
Counterparts. This Patent Security 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 Patent Security Agreement by
signing and delivering one or more counterparts.


 


[signature
page follows]


 


2

















 


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


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Grantors]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
   

  	
  Title:

  



 


	
  Accepted
  and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as
  Collateral Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


3














 


SCHEDULE I 

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS


 


Patents:


 


	
  OWNER

  	
   

  	
  REGISTRATION

  NUMBER

  	
   

  	
  NAME

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Patent
Applications:


 


	
  OWNER

  	
   

  	
  APPLICATION

  NUMBER

  	
   

  	
  NAME

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


Exhibit IV
to the 


Collateral
Agreement


 


Form of Trademark Security Agreement


 


Trademark Security Agreement, dated as of [   ],
by [   ] and
[                ]
(individually, a “Grantor”, and, collectively, the “Grantors”), in
favor of WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the “Collateral
Agent”).


 


WITNESSETH:


 


WHEREAS,
the Grantors are party to a Guaranty and Collateral Agreement dated as of February 21,
2008 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Collateral Agreement”) in favor of the Collateral
Agent pursuant to which the Grantors 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 benefit of the Secured Parties, to enter into the Credit Agreement, the
Grantors hereby agree with the Collateral Agent as follows:


 


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


 


SECTION 2.
Grant of Security Interest in Trademark Collateral. Each Grantor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured
Parties a security interest in all of its right, title and interest in or to
any and all of the following Pledged Collateral of such Grantor:


 


(a) Trademarks
of such Grantor listed on Schedule I attached hereto;


 


(b) all
Goodwill associated with such Trademarks; and


 


(c) all
Proceeds of any and all of the foregoing (other than any United States
intent-to-use trademark application to the extent and for so long as creation
by a Grantor of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark application).


 


Notwithstanding
the foregoing, no Security Interest or pledge shall be deemed granted in, or
with respect to, any United States intent-to-use trademark application to the
extent


 

















 


and
for so long as creation by a Grantor of a Security Interest therein would
impair the validity or enforceability of such intent-to-use trademark
application.


 


SECTION 3.
The Collateral 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 Collateral Agreement
and Grantors hereby acknowledge and affirm that the rights and remedies of the
Collateral Agent with respect to the security interest in the Trademarks made
and granted hereby are more fully set forth in the Collateral 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 Collateral Agreement, the provisions
of the Collateral Agreement shall control unless the Collateral Agent shall
otherwise determine.


 


SECTION 4.
Termination. Upon the payment in full of the Secured Obligations and
termination of the Collateral Agreement, the Collateral Agent shall execute,
acknowledge, and deliver to the Grantors 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.


 


SECTION 5.
Counterparts. This Trademark Security 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 Trademark Security Agreement
by signing and delivering one or more counterparts.


 


[signature page follows]


 


2

















 


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


 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Grantors]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
  Accepted and Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as
  Collateral Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


3

















 


SCHEDULE I 

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS


 


Trademark
Registrations:


 


	
  OWNER

  	
   

  	
  REGISTRATION

  NUMBER

  	
   

  	
  TRADEMARK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Trademark
Applications:


 


	
  OWNER

  	
   

  	
  APPLICATION

  NUMBER

  	
   

  	
  TRADEMARK

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


EXECUTION COPY


 


SCHEDULES


 


TO THE


 


GUARANTY AND COLLATERAL AGREEMENT


 


dated as of


 


February 21, 2008


 


among


 


RADIATION THERAPY SERVICES HOLDINGS, INC.,


 


RADIATION THERAPY SERVICES, INC. 

(as successor to RTS MERGERCO, INC.),


 


as Borrower


 


THE SUBSIDIARIES OF RADIATION THERAPY SERVICES, INC.


FROM TIME TO TIME PARTY HERETO


 


and


 


WACHOVIA BANK, NATIONAL ASSOCIATION


 


as Collateral Agent


 

















 


SCHEDULE I


 


SUBSIDIARY GUARANTORS


 


21st
Century Oncology of Alabama, Inc.


Arizona
Radiation Therapy Management Services, Inc.


California
Radiation Therapy Management Services, Inc.


21st
Century Oncology of Jacksonville, Inc.


21st
Century Oncology, Inc.


21st
Century Oncology of Harford County Maryland, LLC


Berlin
Radiation Therapy Treatment Center, LLC


American
Consolidated Technologies, LLC


Nevada
Radiation Therapy Management Services, Incorporated


21st
Century Oncology of New Jersey, Inc.


New
York Radiation Therapy Management Services, Inc.


North
Carolina Radiation Therapy Management Services, Inc.


West
Virginia Radiation Therapy Services, Inc.


21st
Century Oncology of Arizona, Inc.


Devoto
Construction of Southwest Florida, Inc.


Financial
Services of Southwest Florida, LLC


Radiation
Therapy Services International, Inc.


21st
Century Oncology Management Services, Inc.


Maryland
Radiation Therapy Management Services, Inc.


21st
Century Oncology of Prince Georges County, Maryland, LLC


Michigan
Radiation Therapy Management Services, Inc.


21st
Century Oncology of South Carolina, LLC


 


2

















 


SCHEDULE II


 


PLEDGED STOCK; PLEDGED NOTES


 


	
  Name of Entity

  	
   

  	
  Record Owner

  	
   

  	
  Certificate No.

  	
   

  	
  No. Shares/Interest

  	
   

  	
  Percent Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RTS
  Mergerco, Inc.

  	
   

  	
  Radiation
  Therapy Services, Holdings, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radiation
  Therapy Services, Holdings, Inc.

  	
   

  	
  Radiation
  Therapy Investments, LLC 1

  	
   

  	
  1

  	
   

  	
  1000

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  Radiation
  Therapy Services Holdings, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology of Alabama, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arizona
  Radiation Therapy Management Services, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  California
  Radiation Therapy Management Services, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology of Jacksonville, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  3

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Devoto
  Construction of Southwest Florida, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  Services of Southwest Florida, LLC

  	
   

  	
  Radiation
  Therapy Services, Inc. (f/k/a Radiation Therapy Regional Centers, Inc.)

  	
   

  	
  6

  	
   

  	
  500

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc. (f/k/a Radiation Therapy Regional Centers, Inc.)

  	
   

  	
  6

  	
   

  	
  600

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radiation
  Therapy Services International, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  3

  	
   

  	
  10

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology Management Services, Inc.

  	
   

  	
  21st Century Oncology, Inc.

  	
   

  	
  1

  	
   

  	
  200

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maryland
  Radiation Therapy Management Services, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology of Harford County Maryland, LLC

  	
   

  	
  Maryland
  Radiation Therapy Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  



 


3

















 


	
  Name of Entity

  	
   

  	
  Record Owner

  	
   

  	
  Certificate No.

  	
   

  	
  No. Shares/Interest

  	
   

  	
  Percent Pledged

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology of Prince Georges County, Maryland, LLC

  	
   

  	
  Maryland
  Radiation Therapy Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Berlin
  Radiation Therapy Treatment Center, LLC.

  	
   

  	
  Maryland
  Radiation Therapy Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michigan
  Radiation Therapy Management Services, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  200

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American
  Consolidated Technologies, L.L.C.

  	
   

  	
  Michigan
  Radiation Therapy Management Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nevada
  Radiation Therapy Management Services, Incorporated

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  7

  	
   

  	
  600

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology of New Jersey, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  200

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New
  York Radiation Therapy Management Services, Incorporated

  	
   

  	
  Radiation
  Therapy Services, Inc. (f/k/a Radiation Therapy Regional Centers, Inc.)

  	
   

  	
  7

  	
   

  	
  600

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  North
  Carolina Radiation Therapy Management Services, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Century Oncology of South Carolina, LLC.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  N/A

  	
   

  	
  Member

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  West
  Virginia Radiation Therapy Services, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21st
  Oncology of Arizona, Inc.

  	
   

  	
  Radiation
  Therapy Services, Inc.

  	
   

  	
  1

  	
   

  	
  100

  	
   

  	
  100

  	
  %

  



 


PLEDGED NOTES


 


None.


 


4

















 


SCHEDULE III


 


INTELLECTUAL PROPERTY


 


1.             Company Intellectual Property


 


(a)           Trademarks:


 


	
  Mark

  	
   

  	
  Country

  	
   

  	
  Status

  	
   

  	
  App.

  No./

  Reg.

  No.

  	
   

  	
  App.

  Date/

  Reg.

  Date

  	
   

  	
  Goods/Services

  	
   

  	
  Owner

  
	
  21ST CENTURY ONCOLOGY

  	
   

  	
  U.S. State (Alabama)

  	
   

  	
  Registered

  	
   

  	
  109244

  	
   

  	
  7/7/04

  	
   

  	
  (Int. Cl. 35) Advertising
  and business.

  	
   

  	
  21st Century Oncology of
  AL, Inc. Alabama Corporation 2234 Colonial Blvd. Fort Myers, FL 33907

  



 


(b)                    Copyrights:


 


	
  Title

  	
   

  	
  Status

  	
   

  	
  App.No./ 

  Reg. No.

  	
   

  	
  App.

  Date/

  Reg.

  Date

  	
   

  	
  Owner

  
	
  Corporate
  compliance manual.

  	
   

  	
  Registered

  	
   

  	
  TXu860539

  	
   

  	
  6/12/98

  	
   

  	
  Radiation
  Therapy Services, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PROCAT-protocol
  office assistant for clinical trail software.

  	
   

  	
  Registered

  	
   

  	
  TXu728845

  	
   

  	
  8/2/99

  	
   

  	
  21st
  Century Oncology, Inc.

  



 


(c)                    Domain Names:


 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp. Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncology.biz

  	
   

  	
  Margarita
  Suarez

  	
   

  	
  3/22/09

  
	
   

  	
   

  	
  c/o
  Radiation Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncology.com

  	
   

  	
  RTSI
  

  	
   

  	
  12/15/08

  
	
   

  	
   

  	
  Radiation
  Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Regional
  Ctr.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncology.info

  	
   

  	
  Margarita
  Suarez

  	
   

  	
  3/23/09

  
	
   

  	
   

  	
  c/o
  Radiation Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, FL 33907

  	
   

  	
   

  



 


5














 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncology.net

  	
   

  	
  Radiation Therapy

  	
   

  	
  3/23/09

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncologyinc.biz

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/4/17

  
	
   

  	
   

  	
  Radiation Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncologyinc.com

  	
   

  	
  Radiation Therapy

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncologyinc.info

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  c/o Radiation Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncologyinc.net

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  c/o Radiation Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  owan.com

  	
   

  	
  RTSI

  	
   

  	
  7/22/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  owan.net

  	
   

  	
  Radiation Therapy

  	
   

  	
  11/13/10

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  radiationtherapyservices.com

  	
   

  	
  RTSI

  	
   

  	
  7/18/08

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  radtherapyassoc.com

  	
   

  	
  Radiation Therapy

  	
   

  	
  4/15/08

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  twenty-first-century.com

  	
   

  	
  Twenty First Century

  	
   

  	
  9/28/09

  
	
   

  	
   

  	
  Oncology

  	
   

  	
   

  
	
   

  	
   

  	
  1850 Boyscout Dr.

  	
   

  	
   

  
	
   

  	
   

  	
  Number 101A

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  radiationtherapyservicesinc.biz

  	
   

  	
  Margarita Suarez

  	
   

  	
  1/4/17

  
	
   

  	
   

  	
  c/o Radiation Therapy

  	
   

  	
   

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, FL 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  radiationtherapyservicesinc.com

  	
   

  	
  Radiation Therapy

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234 Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort Myers, Florida 33907

  	
   

  	
   

  



 


6

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  radiationtherapyservicesinc.info

  	
   

  	
  Radiation
  Therapy

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  radiationtherapyservicesinc.net

  	
   

  	
  Radiation
  Therapy

  	
   

  	
  1/5/17

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21stcenturyoncology.us

  	
   

  	
  Radiation
  Therapy

  	
   

  	
  3/22/17

  
	
   

  	
   

  	
  Services, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  glogutstein.com

  	
   

  	
  ATTN:

  	
   

  	
  9/30/16

  
	
   

  	
   

  	
  GLOGUTSTEIN.COM

  	
   

  	
   

  
	
   

  	
   

  	
  c/o/
  Network Solutions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  goldbergersurgery.com

  	
   

  	
  RTSI

  	
   

  	
  9/17/16

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  mrmgmt.com

  	
   

  	
  RTSI

  	
   

  	
  4/13/16

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  dolphinmedical-az.com

  	
   

  	
  RTSI

  	
   

  	
  7/18/11

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advmedsvc.org

  	
   

  	
  RTSI

  	
   

  	
  3/21/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  tvgynonc.com

  	
   

  	
  RTSI

  	
   

  	
  4/1/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  prostateseeds.org

  	
   

  	
  RTSI

  	
   

  	
  3/12/11

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  imaginginitiatives.com

  	
   

  	
  RTSI

  	
   

  	
  7/14/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  prostatecancercenters.com

  	
   

  	
  RTSI

  	
   

  	
  11/3/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  greenbeltcancercenter.com

  	
   

  	
  RTSI

  	
   

  	
  7/24/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  



 


7

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  southwestfloridaurology.com

  	
   

  	
  RTSI

  	
   

  	
  1/29/12

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  swfua.com

  	
   

  	
  RTSI

  	
   

  	
  1/29/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advmedsvc.net

  	
   

  	
  RTSI

  	
   

  	
  3/21/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  rtsx.com

  	
   

  	
  RTSI

  	
   

  	
  5/2/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  riversideoncologycenter.com

  	
   

  	
  RTSI

  	
   

  	
  12/20/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  prostateseeds.net

  	
   

  	
  RTSI

  	
   

  	
  3/12/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  flagynonc.com

  	
   

  	
  RTSI

  	
   

  	
  6/8/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  rtsx2.com

  	
   

  	
  RTSI

  	
   

  	
  4/30/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  valleycancercenter.com

  	
   

  	
  RTSI

  	
   

  	
  11/26/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  prostatecancercenters.org

  	
   

  	
  RTSI

  	
   

  	
  11/3/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advmedsvc.com

  	
   

  	
  RTSI

  	
   

  	
  3/21/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  gbroc.com

  	
   

  	
  RTSI

  	
   

  	
  3/11/09

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  riverhill.com

  	
   

  	
  RTSI

  	
   

  	
  10/28/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  



 


8

















 


	
  domain name

  	
   

  	
  Registrant

  	
   

  	
  Exp.

  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  prostatecancercenters.net

  	
   

  	
  RTSI

  	
   

  	
  11/3/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  colorectalinstitute.com

  	
   

  	
  RTSI

  	
   

  	
  10/21/08

  
	
   

  	
   

  	
  2234
  Colonial Blvd.

  	
   

  	
   

  
	
   

  	
   

  	
  Fort
  Myers, Florida 33907

  	
   

  	
   

  



 


(d)                   Registered fictitious names:


 


	
  Registered Fictitious Name

  	
   

  	
  State

  
	
   

  	
   

  	
   

  
	
  21st
  Century Oncology

  	
   

  	
  Alabama

  
	
  21st
  Century Oncology of Alabama

  	
   

  	
  Alabama

  
	
  Redding
  Cancer Treatment Center, Inc.

  	
   

  	
  California

  
	
  Santa
  Monica Cancer Treatment Center, Inc.

  	
   

  	
  California

  
	
  Beverly
  Hills Radiation Oncology, Inc.

  	
   

  	
  California

  
	
  Associates
  In General And Vascular Surgery

  	
   

  	
  Florida

  
	
  Boca
  Raton Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Breast
  Care Specialists Of Florida

  	
   

  	
  Florida

  
	
  Central
  Radiation Therapy Institute

  	
   

  	
  Florida

  
	
  Charlotte
  County Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Collier
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  The
  Colo-Rectal Institute

  	
   

  	
  Florida

  
	
  The
  Colorectal Institute

  	
   

  	
  Florida

  
	
  Comprehensive
  Breast Center Of Coral Springs

  	
   

  	
  Florida

  
	
  Coral
  Springs Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Crestview
  Cancer Center

  	
   

  	
  Florida

  
	
  Defuniak
  Springs Cancer Center

  	
   

  	
  Florida

  
	
  Englewood
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Florida
  Gynecologic Oncology

  	
   

  	
  Florida

  
	
  Florida
  Specialists In Urology

  	
   

  	
  Florida

  
	
  Florida
  Urology Physicians

  	
   

  	
  Florida

  
	
  Naples
  Breast Surgery Center

  	
   

  	
  Florida

  
	
  Okaloosa
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  Sarasota
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  South
  Florida Gynecologic Oncology

  	
   

  	
  Florida

  
	
  South
  Florida Radiotherapy Center

  	
   

  	
  Florida

  
	
  Southwest
  Florida Equipment

  	
   

  	
  Florida

  
	
  Southwest
  Florida Urologic Associates

  	
   

  	
  Florida

  
	
  Tamarac
  Radiation Therapy Center

  	
   

  	
  Florida

  
	
  Urology
  Treatment Center

  	
   

  	
  Florida

  
	
  Venice
  Radiation Therapy Regional Center

  	
   

  	
  Florida

  
	
  William
  M. Letson Jr., MD

  	
   

  	
  Florida

  
	
  Danville
  Radiation Therapy Center

  	
   

  	
  Kentucky

  



 


9

















 


	
  Bluegrass Cancer Center

  	
   

  	
  Kentucky

  
	
  Bluegrass Radiation
  Oncology Center

  	
   

  	
  Kentucky

  
	
  Cancer Centers of Michigan

  	
   

  	
  Michigan

  
	
  Heart Alert

  	
   

  	
  Michigan

  
	
  MIRO Cancer Centers

  	
   

  	
  Michigan

  
	
  A Cancer Center

  	
   

  	
  Michigan

  
	
  Michigan Institute for
  Radiation Oncology

  	
   

  	
  Michigan

  
	
  University Center for
  Internal Medicine

  	
   

  	
  Michigan

  
	
  Michigan Gynecology Center

  	
   

  	
  Michigan

  
	
  Michigan Cancer Helpline

  	
   

  	
  Michigan

  
	
  American
  Hematology/Oncology Center

  	
   

  	
  Michigan

  
	
  Michigan Comprehensive
  Cancer Institute

  	
   

  	
  Michigan

  
	
  MIRO-Monroe Cancer Center

  	
   

  	
  Michigan

  
	
  MIRO Community Cancer Center

  	
   

  	
  Michigan

  
	
  MIRO Clarkston Cancer
  Center

  	
   

  	
  Michigan

  
	
  MIRO-Monroe

  	
   

  	
  Michigan

  
	
  MIRO Cancer Centers

  	
   

  	
  Michigan

  
	
  MIRO-Monroe Radiation
  Oncology Center

  	
   

  	
  Michigan

  
	
  MIRO Cancer Care Center

  	
   

  	
  Michigan

  
	
  MIRO Affiliated Radiation
  Oncology Centers

  	
   

  	
  Michigan

  
	
  MIRO-Farmington Hills

  	
   

  	
  Michigan

  
	
  MIRO-Madison Heights

  	
   

  	
  Michigan

  
	
  Michigan Radiation
  Oncology

  	
   

  	
  Michigan

  
	
  Cancer Centers of Michigan

  	
   

  	
  Michigan

  
	
  Clark County Radiation
  Regional Therapy Center

  	
   

  	
  Nevada

  
	
  Radiation Oncology Center
  of Henderson

  	
   

  	
  Nevada

  
	
  Westchester County Radiation
  Therapy Regional Center

  	
   

  	
  New York

  



 


10

















 


SCHEDULE IV


 


COMMERCIAL TORT CLAIMS


 


None.


 


11