AND ARE NOT A PART OF THE AGREEMENT
BETWEEN THE PARTIES HERETO.
21.
NO STRICT CONSTRUCTION.
THE PARTIES HERETO
HAVE PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS SECURITY
AGREEMENT.
IN THE EVENT AN AMBIGUITY OR QUESTION OF INTENT OR INTERPRETATION
ARISES, THIS SECURITY AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED JOINTLY BY THE
PARTIES HERETO AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE FAVORING OR
DISFAVORING ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF ANY PROVISIONS OF THIS
SECURITY AGREEMENT.
22.
ADVICE OF COUNSEL.
EACH OF THE PARTIES
REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS SECURITY
AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF SECTION 18 AND SECTION 19, WITH
ITS COUNSEL.
23.
BENEFIT OF LENDERS.
ALL LIENS GRANTED OR
CONTEMPLATED HEREBY SHALL BE FOR THE BENEFIT OF AGENT, INDIVIDUALLY, AND
LENDERS, AND ALL PROCEEDS OR PAYMENTS REALIZED FROM COLLATERAL IN ACCORDANCE
HEREWITH SHALL BE APPLIED TO THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE
CREDIT AGREEMENT.
[Remainder of page intentionally left blank; signature pages follow]
22
IN WITNESS WHEREOF, each of the parties hereto has caused this Borrower Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
BORROWERS:
CURATIVE HEALTH SERVICES, INC.
By:
Name:
Title:
EBIOCARE.COM, INC.
By:
Name:
Title:
HEMOPHILIA ACCESS, INC.
By:
Name:
Title:
APEX THERAPEUTIC CARE, INC.
By:
Name:
Title:
CHS SERVICES, INC.
By:
Name:
Title:
[Signature Page to Borrower Security Agreement]
CURATIVE HEALTH SERVICES OF NEW YORK, INC.
By:
Name:
Title:
OPTIMAL CARE PLUS, INC.
By:
Name:
Title:
INFINITY INFUSION, LLC
By: Curative Health Services Co., its Sole
Member
By:
Name:
Title:
INFINITY INFUSION II, LLC
By: Curative Health Services Co., its Sole
Member
By:
Name:
Title:
24
INFINITY INFUSION CARE, LTD.
By: Infinity Infusion
II, LLC, its Sole General
Partner
By: Curative Health Services Co., the Sole
Member of Infinity Infusion II, LLC
By:
Name:
Title:
MEDCARE, INC.
By:
Name:
Title:
CURATIVE PHARMACY SERVICES, INC.
By:
Name:
Title:
CRITICAL CARE SYSTEMS, INC.
By:
Name:
Title:
CURATIVE HEALTH SERVICES CO.
By:
Name:
Title:
25
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By:
Name:
Title:
26
SCHEDULE I
to
SECURITY AGREEMENT
FILING JURISDICTIONS
I.
CURATIVE HEALTH SERVICES, INC.
MINNESOTA
II.
EBIOCARE.COM, INC.:
DELAWARE
III.
HEMOPHILIA ACCESS, INC.
TENNESSEE
IV.
APEX THERAPEUTIC CARE, INC.
CALIFORNIA
V.
CHS SERVICES, INC.
DELAWARE
VI.
CURATIVE HEALTH SERVICES OF NEW YORK, INC.
NEW YORK
VII.
INFINITY INFUSION, LLC
DELAWARE
VIII.
INFINITY INFUSION II, LLC
DELAWARE
IX.
OPTIMAL CARE PLUS, INC.
DELAWARE
X.
INFINITY INFUSION CARE, LTD.
TEXAS
XI.
MEDCARE, INC.
DELAWARE
XII.
CURATIVE PHARMACY SERVICES, INC.
DELAWARE
XIII.
CRITICAL CARE SYSTEMS, INC
DELAWARE
XIV.
CURATIVE HEALTH SERVICES CO.
MINNESOTA
SCHEDULE II
to
SECURITY AGREEMENT
INSTRUMENTS
CHATTEL PAPER
AND
LETTER OF CREDIT RIGHTS
[None.]
SCHEDULE III-A
to
SECURITY AGREEMENT
SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
AND RECORDS CONCERNING BORROWER'S COLLATERAL
I.
Grantor's official name:
Curative Health Services, Inc.
II.
Type of entity:
Corporation
III.
Organizational identification number issued by