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EXHIBIT 10.27
PLEDGE AGREEMENT
AGREEMENT, dated as of , 1993 between EDUCATIONAL
MEDICAL, INC., a Delaware corporation (the "Pledgor"), OHIO INSTITUTE OF
PHOTOGRAPHY AND TECHNOLOGY, INC., an Ohio corporation (the "Pledgee") and OIOPT
ACQUISITION CORP., a Delaware corporation (the "Issuer").
PRELIMINARY STATEMENT
The Pledgor is the owner of all of the issued and outstanding common
stock, par value $.10 per share (the "Pledged Securities"), of the Issuer.
The Issuer and the Pledgor have jointly and severally executed and
delivered to Pledgee (i) their Promissory Note in the principal amount of
$200,000 (the "Second Payment Note"), a copy of which is attached as Exhibit 1
to this Pledge Agreement. The Second Payment Note was issued pursuant to an
asset purchase agreement (the "Asset Purchase Agreement") entered into among
the Pledgor, Pledgee, the Issuer and the Shareholders of the Pledgee and dated
June 23, 1993. The Pledgor's obligations with respect to the payment of the
Second Payment Note and the Consulting Payments (as defined in Section 1(f)(1)
of the Asset Purchase Agreement) and the Individual Non-Competition Payments
(as defined in Section 1(f)(2) of the Asset Purchase Agreement) are
collectively called the "Secured Obligations" and are to be secured by the
Pledged Collateral, as defined in Section 1.
In consideration of the premises and of the mutual covenants herein
contained, the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Pledge. As security for the due and punctual payment and
performance of the payment of the Secured Obligations, and this Agreement, the
Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and
delivers unto the Pledgee, and hereby grants to the Pledgee a security interest
in, the following:
(a) the Pledged Securities and the certificates
representing the Pledged Securities, and all cash, proceeds, securities,
dividends and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Securities; and
(b) all securities hereafter delivered or issued in
substitution for or in addition to any of the foregoing, all certificates and
instruments representing or evidencing such securities, together with the
interest coupons (if any) attached thereto, and all cash, proceeds, securities,
interest, dividends and other property at any time and from time to time
received or otherwise distributed in respect of or in exchange for any or all
thereof (all such Pledged Securities, certificates, interest coupons, cash,
proceeds, securities, interest, dividends and other property being herein
collectively called the "Pledged Collateral");
TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
titles, interests, privileges and preferences appertaining or incidental
thereto, unto the Pledgee, its successors and assigns, forever, subject,
however to the terms, covenants and conditions hereinafter set forth.
2. Transfer to Escrow Agent. The original certificates representing
all Pledged Collateral shall be held on behalf of Pledgee by Xxxxxx, Xxxxxxxx &
Xxxx, X.X. Xxx 000, Xxxxxx, Xxxx (the "Escrow Agent"). The Pledgor shall
deliver to the Escrow Agent all original certificates representing the Pledged
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Collateral issued in the name of the Pledgor, endorsed or assigned in blank in
favor of the Pledgee. The Pledgee may, upon request to the Escrow Agent and
delivery by the Escrow Agent of the appropriate Pledged Collateral to the
Issuer, exchange the certificates representing the Pledged Collateral for
certificates of smaller or larger denominations for any purpose consistent with
the terms of this Pledge Agreement.
3. Voting Rights; Dividends. So long as there is no failure to make
due and punctual payment to the Pledgee in accordance with the terms of the
Secured Obligations nor any other continuing event which would constitute an
event of default under this Agreement (an "Event of Default"):
(a) The Pledgor shall be entitled to exercise any and all
voting and/or consensual rights and powers relating or pertaining to the
Pledged Collateral or any part thereof.
(b) The Pledgor shall be entitled to receive and retain
any and all ordinary cash dividends and interest payable on the Pledged
Collateral, but any and all stock and/or liquidating dividends, distributions
in property, returns of capital or other distributions made on or in respect of
the Pledged Collateral, whether resulting from a subdivision, combination or
reclassification of the outstanding capital stock of an Issuer or received in
exchange for Pledged Collateral or any part thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which the
Issuer may be a party or otherwise, and any and all cash and other property
received in payment of the principal of or in redemption of or in exchange for
any Pledged Collateral (either at maturity, upon call for redemption or
otherwise), shall be and become part of the collateral pledged by the Pledgor
hereunder and, if received by the Pledgor, shall be received in trust for the
benefit of the Pledgee or its assigns or the holder of any subsequent perfected
lien as provided in the addendum to this Pledge Agreement and shall forthwith
be delivered to the Escrow Agent (accompanied by proper instruments of
assignment and/or stock and/or bond powers executed by the Pledgor in
accordance with the Pledgee's instructions) to be held as Pledged Collateral
subject to the terms of this Pledge Agreement.
(c) The Pledgee shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies, powers of attorney,
dividend orders, interest coupons and other instruments as the Pledgor may
request for the purpose of enabling the Pledgor to exercise the voting and/or
consensual rights and powers which it is entitled to exercise pursuant to
subparagraph (a) above and/or to receive the dividends and/or interest payments
which it is authorized to receive and retain pursuant to subparagraph (b)
above.
(d) Upon the occurrence and during the continuance of an
Event of Default, all rights of the Pledgor to exercise the voting and/or
consensual rights and powers which it is entitled to exercise pursuant to
Section 3(a) hereof and/or to receive the dividends and interest payments which
it is authorized to receive and retain pursuant to Section 3(b) hereof shall
cease, and all such rights shall thereupon become vested in the Pledgee who
shall have the sole and exclusive right and authority to exercise such voting
and/or consensual rights and powers and/or to receive and retain the dividends
and/or interest payments which the Pledgor would otherwise be authorized to
retain pursuant to Section 3(b) hereof. Any and all money and other property
paid over to or received by the Pledgee pursuant to the provisions of this
Section 3 or pursuant to the exercise by Pledgee of the voting and/or
consensual rights and powers shall be retained by the Pledgee as additional
collateral hereunder and be applied in accordance with the provisions of this
Pledge Agreement.
4. Events of Default. The occurrence of any one or more of the
following shall constitute an Event of Default:
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(a) the Pledgor and the Issuer shall default in making any
payment with respect to the Secured Obligations; or
(b) if the Pledgor and the Issuer shall fail to make any
payment9 when with respect to the Consulting Payments or the Individual
Non-Competition Payments (as defined in the Asset Purchase Agreement; or
(c) if either the Pledgor or the Issuer become bankrupt or
insolvent, or file any petition for reorganization or relief from creditors
under any applicable law of any jurisdiction, or make any general assignment
for the benefit of creditors, and in any event; and
(d) except as provided for in subsection (c), if such default
or event shall continue for 10 days after the giving of written notice to the
Pledgee.
5. Remedies upon Default. If any Event of Default shall have
occurred and be continuing, then, in addition to exercising any rights and
remedies as a secured party under the Uniform Commercial Code in effect in
Ohio, the Pledgee may without being required to give any notice to the Pledgor:
(a) apply the cash (if any) then held by it as collateral
hereunder, first, to the payment of all costs of collection (including
attorneys' fees) incurred in enforcing Pledgee's rights under the Secured
Obligations and this Agreement; second to the payment of interest accrued and
unpaid on the Second Payment Note to and including the date of such
application, third to the payment or prepayment of principal of the Second
Payment Note; fourth, to the payment of all amounts due with respect to the
Consulting Payments; fifth to the payment of all amounts due with respect to
the Individual Non-Competition Payments; and sixth all other amounts then due
with respect to other Secured Obligations and then otherwise pursuant to this
Pledge Agreement, and
(b) sell the Pledged Collateral, or any part thereof, at any
public or private sale or at any broker's board or in any securities exchange,
for cash, upon credit or for future delivery, as the Pledgee shall deem
appropriate. The Pledgee shall be authorized at any such sale (if it deems it
advisable to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the Pledged
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Pledgee shall have the right to assign, transfer and deliver to the purchaser
or purchasers thereof the Pledged Collateral so sold, free and clear from any
claims or rights of Pledgor. Further, it shall be deemed commercially
reasonable for the Pledgee to impose sufficient conditions on any such sale so
as to preclude the necessity of registration of the Pledged Collateral under
the Securities Act of 1933, as amended. Each such purchaser at any such sale
shall hold the property sold absolutely, free from any claim or right on the
part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by
law) all rights of redemption, stay and/or appraisal which he now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. The Pledgee shall give the Pledgor and the holder of any
subsequent perfected lien as provided in the addendum to this Pledge Agreement
at least 30 days' written notice in the manner specified for notices under this
Agreement of the Pledgee's intention to make any such public or private sale or
sales at any broker's board or on any such
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(1) In the event of a dispute with respect to the payment of any
non-competition fee, it shall not be a default for purposes of this pledge
agreement if payments of such fee are made into the registry or similar
facility of any court of competent jurisdiction pending the outcome of such
dispute.
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securities exchange, and the Pledgor agrees that such notice of sale will be
commercially reasonable notice to it. Such notice, in case of public sale,
shall state the time and place fixed for such sale, and, in the case of sale at
a broker's board or exchange at which such sale is to be made, the day on which
the Pledged 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
Pledgee may fix in the notice of such sale. At any such sale, the Pledged
Collateral, or portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Pledgee may (in its sole and absolute
discretion) determine and the Pledgee or other holder of the Secured
Obligations may bid (which bid may be in whole or in part, in the form of
cancellation of indebtedness) for and purchase for the account of the Pledgee
or other holder of any Secured Obligation the whole or any part of the Pledged
Collateral. If the proceeds of the Pledged Collateral are insufficient to
satisfy Pledgor's obligations under the Second Payment Note and then the other
Secured Obligations and then otherwise pursuant to this Agreement, Pledgor
shall remain liable for any deficiency. The Pledgee shall not be obligated to
make any sale of Pledged Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of Pledged Collateral may have been
given. The Pledgee 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 sale of all or any part of the Pledged Collateral is made
on credit or for future delivery, the Pledged Collateral so sold may be
retained by the Pledgee until the sale price is paid by the purchaser or
purchasers thereof, but neither the Pledgee nor any other holder of the Secured
Obligations or the assignee of any of the Pledgee's rights, shall incur any
liability in case any such purchaser or purchasers shall fail to take up and
pay for the Pledged Collateral so sold and, in the case of such failure, such
Pledged Collateral may be sold again upon like notice. As an alternative to
exercising the power of sale herein conferred upon it, the Pledgee may proceed
by a suit or suits at law or in equity to foreclose this Pledge Agreement and
to sell the Pledged Collateral, or any portion thereof, pursuant to a judgment
or decree of a court or courts of competent jurisdiction.
6. Application of Proceeds of Sale. The proceeds of sale of Pledged
Collateral sold pursuant to Section 5 (c) hereof shall be applied by the
Pledgee as follows:
First: in the manner provided in paragraph (a) of Section 5
hereof; and
Second: the balance (if any) of such proceeds shall be paid
to the holder of any subsequent perfected lien as provided in the addendum to
this Pledge Agreement and then the Pledgor, its successors or assigns in
proportion to their ownership of the Pledged Collateral, or as a court of
competent jurisdiction may direct.
7. Extension or Modification of the Second Payment Note and the
Purchase Money Note. The Pledged Collateral pledged hereunder secures the
payment and performance of all of the indebtedness of the Pledgor with respect
to the Secured Obligations and the Pledgor agrees that the Second Payment Note
may be extended or otherwise modified in accordance with its terms without
affecting this Pledge Agreement or the obligations of Pledgor hereunder, which
shall continue in full force and effect until the Secured Obligations shall
have been fully paid and performed.
8. Authority of Pledgee. The Pledgee shall have and be entitled to
exercise all such powers hereunder as are specifically delegated to the Pledgee
by the terms hereof, together with such powers as are reasonably incidental
thereto. The Pledgee may execute any of its duties hereunder by or through
agents or employees and shall be entitled to retain counsel and to act in
reliance upon the
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advice of such counsel (whether written or oral) concerning all matters
pertaining to its duties hereunder. Neither the Pledgee, nor any director,
officer or employee of the Pledgee, shall be liable for any action taken or
omitted to be taken by it or them hereunder in connection herewith, except for
its or their own gross negligence or willful misconduct. The Pledgor hereby
agrees to reimburse the Pledgee, on demand, for all expenses incurred by the
Pledgee in connection with the administration and enforcement of this Pledge
Agreement (including expenses incurred by the Escrow Agent or any subagent
employed by the Pledgee) and agrees to indemnify and hold harmless the Pledgee
and/or any such subagent against any and all liability incurred by the Pledgee
(or such subagent hereunder or in connection herewith), unless such liability
shall be due to willful misconduct or gross negligence on the part of the
Pledgee or such subagent.
9. Pledgee Appointed Attorney in Fact. The Pledgor hereby appoints
the Pledgee the Pledgor's attorney-in-fact for the purpose of carrying out the
provisions of this Pledge Agreement and, upon the occurrence of any Event of
Default, taking any action and executing any instrument which the Pledgee may
deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, upon an Event of Default, the Pledgee shall have
the right and power to receive, endorse and collect all checks and other orders
for the payment of money made payable to the Pledgor representing any dividend,
interest payment or other distribution payable or distributable in respect of
the Pledged Collateral or any part thereof and to settle or compromise any
claims relating thereto and to give full discharge for the same.
10. Representations and Warranties of Pledgor. To induce Pledgee to
enter into the transactions provided for in the Asset Purchase Agreement and to
accept the Second Payment Note, Pledgor represents and warrants to Pledgee,
and covenants with Pledgee that:
(a) it owns the Pledged Securities and by the execution and
delivery of this Agreement and delivery of the Pledged Collateral it has
created is a first priority lien granted in favor of the Pledgee with respect
to such Pledged Collateral; and
(b) this Agreement is the valid and binding obligation of
Pledgor, enforceable in accordance with its terms.
11. No Waiver; Cumulative Remedies. No failure on the part of the
Pledgee to exercise, and no delay in exercising any right, power, privilege or
remedy hereunder, shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, privilege or remedy of the Pledgee
preclude any other or further exercise thereof or the exercise of any other
right, power, privilege or remedy. All remedies hereunder are cumulative and
are not exclusive of any other remedies provided herein or by law.
12. Termination. This Pledge Agreement shall terminate when the
Secured Obligations have been fully paid and performed, provided that, with
respect to the Individual Non-Competition Agreements, it shall terminate upon
payment in full of the Consulting Payments, provided at the time of such
payments all amounts due with respect to such Individual Non-Competition
Payments have been paid or provided for in accordance with this Agreement, at
which time the Pledgee shall reassign and redeliver (or cause to be reassigned
and redelivered) to the Pledgor, or to such person or persons as the Pledgor
shall designate, such of the Pledged Collateral (if any) as shall not have been
sold or otherwise applied by the Pledgee pursuant to the terms hereof and shall
still be held hereunder, together with appropriate instruments of reassignment
and release. Any such reassignment shall be without recourse against or
express or implied representation or warranty by the Pledgee and at the expense
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of the Pledgor.
13. Assignability. The Pledgee may assign, in whole or in part, any
or all of its rights, title and interests provided for in this Pledge
Agreement, to any holder of the Secured Obligations or portion thereof.
14. Terms Relating to Escrow Agent.
(a) Xxxxxx, Xxxxxxxx & Xxxx shall initially act as Escrow
Agent under this Agreement. The Escrow Agent shall acknowledge its receipt of
the original certificate(s) representing the Pledged Securities by executing
this Agreement. Pledgor shall also deliver to the Escrow Agent any and all
original certificates, funds or documents as may hereafter become part of the
Pledged Collateral. The possession of the original certificates and other
documents relating to the Pledged Collateral shall be deemed to constitute the
Pledgee's possession thereof in order to perfect Pledgee's security interest in
the Pledged Collateral.
(b) The Escrow Agent shall hold all certificates, funds
and documents representing the Pledged Collateral (collectively, the
"Instruments") subject to the following terms and conditions:
(i) If the Pledgee at any time instructs the Escrow Agent
to exchange any certificates representing any securities included in
the Pledged Collateral to change the denominations of such
certificates, the Escrow Agent shall comply with such request promptly
by so exchanging certificates directly with the Issuer. The Escrow
Agent shall give Pledgor and the holder of any subsequent perfected
lien as provided in the addendum to this Pledge Agreement notice of
any such action within 10 days after it is completed.
(ii) Either Pledgor or Pledgee may give the Escrow Agent a
notice requesting the Escrow Agent to make any delivery or take any
action with respect to any Instruments that is proposed to be taken
pursuant to this Agreement. If the notice describing any such request
is executed by both the Pledgor and the Pledgee, the Escrow Agent
shall promptly comply with the request.
If the notice is given by Pledgor or Pledgee, and is not signed by
both, the Escrow Agent shall promptly forward a copy of such notice to the
party that did not sign it. Thereafter, the Escrow Agent shall refrain from
taking any action with respect to such request for at least 5 business days, or
until the other party authorizes the Escrow Agent in writing to comply with
such request. If the other party fails to deliver written notice of objection
to the Escrow Agent within such 5-day period, the Escrow Agent shall be fully
protected in complying with such request.
(c) In order to induce the Escrow Agent to act under this
Agreement, the Pledgor and the Pledgee jointly and severally agree as follows:
(i) The Escrow Agent shall not in any way be bound or
affected by any notice or modification or cancellation of this
Agreement unless in writing, signed by all parties hereto, nor shall
the Escrow Agent be bound by any modification hereof unless the same
shall be satisfactory to the Escrow Agent. The Escrow Agent shall be
entitled to rely upon any judgment, certification, demand or other
writing (including but not limited to any instructions given to it
under (b), above) without being required to determine the authenticity
or the correctness of any fact stated therein, the propriety of
validity of the service thereof, or the
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jurisdiction of the court issuing such judgment or order.
(ii) The Escrow Agent may act in reliance upon any
document, instrument or signature believed by it to be genuine, and
the Escrow Agent may assume that any person purporting to give any
notice or instructions in accordance with the provisions hereof has
been duly authorized to do so.
(iii) The Escrow Agent may act in reliance upon advice of
counsel in reference to any matter(s) in connection herewith, and
shall not be liable for any mistake of fact or error of judgment, or
for any acts or omissions of any kind, unless caused by the Escrow
Agent's willful misconduct or gross negligence. The Escrow Agent
shall be entitled to consult with its counsel, which shall include any
attorney retained by it, and the Escrow Agent shall not be liable for
any action taken, suffered or omitted by it in accordance with the
advice (whether written or oral) of such counsel.
(iv) This Agreement sets forth exclusively the Escrow
Agent's duties with respect to any and all matters pertinent hereto.
The Escrow Agent shall not be bound by, the provisions of any other
agreement.
(v) The Escrow Agent may at any time resign hereunder by
giving written notice of its resignation to all parties hereto at
least thirty (30) days prior to the date specified for such
resignation to take effect, and upon the effective date of such
resignation, all cash, documents and all other property then held by
the Escrow Agent hereunder shall be delivered by it to such persons as
may be designated in writing by all parties hereto, whereupon all
further obligations of Escrow Agent hereunder shall cease and
terminate. The Escrow Agent's sole responsibility thereafter shall be
to keep safely all property then held by it and to deliver same to a
person designated by all parties hereto or in accordance with the
directions of a final order or judgment of a court of competent
jurisdiction. In addition, the Escrow Agent shall be discharged from
any further duties and obligations hereunder upon its filing an
impleader or other appropriate proceeding in a court of competent
jurisdiction and depositing in such court all of the funds and
property then held by it hereunder. All parties hereto hereby submit
to the personal jurisdiction of said court (but solely for the purpose
of implementing this Agreement) and waive all rights to contest said
jurisdiction.
(vi) Pledgor and Pledgee shall be jointly and severally
obligated to pay the Escrow Agent its fees, and reimburse all of its
costs and expenses in connection herewith, including reasonable
counsel fees for counsel retained by the Escrow Agent (even though the
Escrow Agent is a practicing attorney) and to indemnify it and hold it
harmless against any claim asserted against it or any liability, loss
or damage incurred by it in connection herewith. The Escrow Agent may
apply to a court of competent jurisdiction for payment of its fees and
expenses from the Pledged Collateral and such claim shall have
priority over the rights of the undersigned with respect to any
payment to be made pursuant to this agreement. In that connection the
Escrow Agent may sell all or any part of the Pledged Collateral to
satisfy such obligations as if they were Secured Obligations as
defined in this agreement.
(vii) Nothing herein contained shall be deemed to obligate
the Escrow Agent to deliver any securities, cash, instruments,
documents or any other property referred to herein, unless the same
shall have first been received by the Escrow Agent pursuant to this
Agreement.
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(vii) Pledgor acknowledges that the Escrow Agent is counsel
of the Pledgee, and agrees that no action taken by the Escrow Agent
under this Agreement shall affect or impair the right of the Escrow
Agent to represent the Pledgee in any matter, including an impleader
action pursuant to this Agreement.
15. Miscellaneous. This Agreement shall be binding on and inure to
the benefit of the respective parties hereto and their successors and assigns.
This Agreement may be executed in counterparts, each of which shall be deemed
an original, but both of which together shall constitute one and the same
instrument. This Agreement represents the entire understanding of the parties
hereto, and supersedes any and all other prior agreements between the parties
relating to the subject matter of this agreement. The terms and provisions of
this Agreement cannot be terminated or modified or amended except in writing
and signed by the party against whom enforcement is sought. This Agreement
shall be construed in accordance with the laws of the State of Ohio, and any
suit, action or proceeding arising out of or relating to this Agreement shall
be commenced and maintained in the circuit court in Xxxxxxxxxx County, Ohio, or
the United States District Court for the Southern District of Ohio and each
party waives objection to such jurisdiction and venue. The provisions of this
Agreement are severable, and any invalidity, unenforceability or illegality in
any provision or provisions hereof shall not affect the remaining provisions of
this Agreement. As between Pledgor and Pledgee, in any suit, action or
proceeding arising out of or in connection with this Agreement, the prevailing
party shall be entitled to an award of the amount of attorneys' fees and
disbursements actually billed to such party in connection herewith, including
fees and disbursements on one or more appeals.
All notices required or allowed hereunder shall be in writing and
shall be deemed given upon (i) hand delivery or (ii) deposit of same in the
United States Certified Mail, Return Receipt Requested, first class postage and
certification fees prepaid and correctly addressed to the party for whom
intended at their address written in the first paragraph hereof, or such other
address as is most recently noticed for such party as aforesaid.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.
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In the Presence of: EDUCATIONAL MEDICAL, INC.
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By:
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Authorized Signatory
OIOPT ACQUISITION CORP.
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By:
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Authorized Signatory
OHIO INSTITUTE OF PHOTOGRAPHY AND
TECHNOLOGY, INC.
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By:
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Authorized Signatory
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ACCEPTANCE OF ESCROW AGENT
Xxxxxx, Xxxxxxxx & Xxxx acknowledges receipt of the foregoing
Agreement and agrees to act as Escrow Agent under its terms.
XXXXXX, XXXXXXXX & XXXX
By:
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AGREEMENT OF ESCROW AGENT TO HOLD AS AGENT FOR SECOND LIENOR
The Escrow Agent acknowledges that the Pledged Collateral is subject
to a second lien held by Bank South, N.A., and in order to perfect such lien
agrees to hold the Pledged Collateral as agent for Bank South, N.A., subject to
the first lien otherwise provided for in this Agreement, and to promptly
deliver the Pledged Collateral to Bank South, N.A. upon the earlier of payment
in full of the Secured Obligations or termination of this Pledge Agreement at
Bank South, N.A., P.O. Box 4387, Atlanta, Georgia, Attn: Xx. Xxxxxxx X.
Xxxxxxx.
The obligation of the Escrow Agent to Bank South, N.A., shall be
limited by the provisions of Section 14(c)(1) to 14(c)(v), inclusive, and by
Section 14(c)(vii) and 14(c)(viii).
XXXXXX, XXXXXXXX & XXXX
Acknowledged, Accepted and Agreed to as of July ____, 1993.
EDUCATIONAL MEDICAL, INC.
By:
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Authorized Representative
