undersigned has executed this Certificate as of the date
set forth above.
CORAM ALTERNATE SITE SERVICES, INC.
CORAM CLINICAL TRIALS, INC.
CORAM HEALTHCARE CORPORATION OF ALABAMA
CORAM HEALTHCARE CORPORATION OF FLORIDA
CORAM HEALTHCARE CORPORATION OF GREATER D.C.
CORAM HEALTHCARE CORPORATION OF GREATER NEW YORK
CORAM HEALTHCARE CORPORATION OF INDIANA
CORAM HEALTHCARE CORPORATION OF MASSACHUSETTS
CORAM HEALTHCARE CORPORATION OF MISSISSIPPI
CORAM HEALTHCARE CORPORATION OF NEVADA
CORAM HEALTHCARE CORPORATION OF NORTH TEXAS
CORAM HEALTHCARE CORPORATION OF NORTHERN CALIFORNIA
CORAM HEALTHCARE CORPORATION OF SOUTHERN CALIFORNIA
CORAM HEALTHCARE CORPORATION OF SOUTHERN FLORIDA
CORAM HEALTHCARE CORPORATION OF UTAH
CORAMRX, LLC
CORAM SPECIALTY INFUSION SERVICES, INC.
H.M.S.S., INC.
HEALTHINFUSION, INC.
T2 MEDICAL, INC.
By:
Name:
Title:
[Signature Page to Perfection Certificate]
S-3
EXHIBIT C TO AMENDED AND RESTATED SECURITY AGREEMENT
GRANT OF SECURITY INTEREST
IN UNITED STATES TRADEMARKS
This Trademark Security Agreement, dated as of [
] by and between
[Name of Grantor], a [
] formed under the laws of [
] (the
"Grantor"), in favor of U.S. BANK NATIONAL ASSOCIATION., in its capacity as
Collateral Agent pursuant to the New Term Credit Agreement (as defined below)
dated as of the date hereof (in such capacity, the "Grantee").
WITNESSETH :
WHEREAS, reference is made to the credit agreement (as amended, restated,
supplemented or modified from time to time and including any one or more
indentures or agreements extending the maturity of, refinancing or otherwise
restructuring all or a portion of the obligations of the Borrower thereunder or
any successor indenture, indentures, agreement or agreements, as the case may
be, the "New Term Credit Agreement"), dated as of the date hereof, among the
Borrower, Holdings, the Guarantors from time to time party thereto, the
Administrative Agent, the Grantee and the other agents and the Lenders from time
to time party thereto;
WHEREAS, the Grantor is party to an Amended and Restated Security Agreement
dated as of April 5, 2013 (the "Security Agreement") in favor of the Grantee
pursuant to which the Grantor is required to execute and deliver this Trademark
Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Grantee, for
the benefit of the Secured Parties, to enter into the New Term Credit Agreement
and as consideration for the notes already issued under the Indenture, the
Grantor hereby agrees with the Grantee as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the
Security Agreement and used herein have the meaning given to them in the
Security Agreement or in the New Term Credit Agreement.
SECTION 2. Grant of Security Interest in Trademark Collateral. The Grantor
hereby pledges and grants to the Grantee for the benefit of the Secured Parties
a lien on and security interest in and to all of its right, title and interest
in, to and under all the Trademarks of the Grantor including, without
limitation, those items listed on Schedule I attached hereto and all Proceeds of
any and all of the foregoing; provided that with respect to any United States
Trademark, applications