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EXTENDED AND CONSOLIDATED
PLEDGE AGREEMENT
AGREEMENT made effective as of the 23rd of day May, 1992, between JRG
INVESTMENT CO., INC., a Nevada corporation, referred to herein as the "Pledgor"
and M.S. HOLDING CO. CORP., a Nevada corporation referred to herein as the
"Secured Party".
WHEREAS, Pledgor executed a pledge agreement and that note in the
original amount of $1,686,471.18 Dated May 23, 1991 to Syntek Finance
Corporation and due May 23, 1992 (the "Syntek Loan"), which was sold to American
Realty and further sold to Secured Party;
WHEREAS, Pledgor executed a pledge agreement and that note in the
original amount of $3,313,528.82 Dated May 23, 1991 to International Health
Products, Inc. and due May 23, 1992 (the "International Loan") as sold to
Secured Party;
WHEREAS, to induce Secured Party to extend and accrue the Syntek Loan
and the International Loan (together the "Loan"), the Pledgor has agreed to
execute an extended and consolidated note and continue the pledge of certain
stock as security and will transfer to Secured Party 436,363 shares of Medical
Resource Companies of America, a Nevada corporation ("Medical Resource");
WHEREAS, to induce Secured Party to reduce the interest rate in the
Extended and Consolidated Promissory Note, Pledgor will deposit with the Secured
Party 2,281,818 shares of common stock of Medical Resource.
NOW THEREFORE, in consideration of the extension of the Prior Notes,
and for other valuable consideration, the receipt of which is hereby
acknowledged, Pledgor agrees with Secured Party as follows:
1. Event of Default. The term "Event of Default" means (a)
the occurrence of any Event of Default under the Note (hereinafter
defined).
2. Pledge. Upon the terms hereof, Pledgor hereby pledges and
grants to Secured Party a first lien on and security interest (the "Security
Interest") in and to all of the right, title and interest of Pledgor in and to
all of the following instruments and property (all of the following being herein
sometimes called the "Collateral"):
(a) (i) 905,557 shares of the issued and outstanding Series A
preferred stock of Medical Resource, together with all certificates,
options, rights or other distributions issued as an addition to, in
substitution or in exchange for, or on account of, any such shares, as
represented by a true and
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correct copy of certificate NO. P0009 (the "Preferred Certificates",
whether one or more) being held in trust for the Secured Party and
incorporated herein by reference representing 905,557 shares of the
Series A preferred stock of Medical Resource, the originals of this
certificate having been deposited with a trustee or the Secured Party
simultaneously with the Pledgor's execution hereof, (ii) 3,550,000
shares of the issued and outstanding common stock of Medical Resource,
together with all certificates, options, rights or other distributions
issued as an addition to, in substitution or in exchange for, or on
account of, any such shares, as represented by a true and correct copy
of certificates NO. 3687, 3688, 3689, 3690, 3691 (the "Converted
Certificates", whether one or more) being held in trust for the Secured
Party and incorporated herein by reference representing 3,550,000
shares of the common stock of Medical Resource, the originals of the
Certificate having been deposited with a trustee or the Secured Party
simultaneously with the Pledgor's execution hereof (iii) 2,281,818
shares of the issued and outstanding common stock of Medical Resource,
together with all certificates, options, rights or other distributions
issued as an addition to, in substitution or in exchange for, or on
account of, any such shares, as represented by a true and correct copy
of certificates NO. __________________________ (the "New Certificates",
whether one or more, and known together with the Preferred Certificates
and the Converted Certificates as the "Certificates") being held in
trust for the Secured Party and incorporated herein by reference
representing 2,281,818 shares of the common stock of Medical Resource,
the originals of the Certificate having been deposited with a trustee
or the Secured Party simultaneously with the Pledgor's execution
hereof; and (iv) a note payable to Pledgor from Professional Investors
Insurance Group, Inc. in the amount of Six Hundred Thousand Dollars
($600,000), and all of the security therefor;
(b) All securities and other property, rights or interests of
any description at any time issued or issuable as an addition to, in
substitution or exchange for, with respect to, incident to or in lieu
of such shares described in Sections 2(a) hereof or with respect to,
incident to or in lieu of the Collateral (i) due to any dividend,
stock-split, stock dividend or distribution on dissolution, on partial
or total liquidation, or other corporate reorganization, or for any
other reason; (ii) in connection with a reduction of capital, capital
surplus or paid-in surplus; or (iii) in connection with any spin-off,
split-off, reclassification, readjustment, merger, consolidation, sale
of assets, combination of shares or any other plan of distribution
affecting the companies which have issued the shares described in
Section 2(a) hereof;
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(c) Any subscription or other rights or options issued in
connection with the shares described in Sections 2 (a) hereof,
including, but not limited to preemptive rights and, if exercised by
the Pledgor, all new shares or other securities so acquired by the
Pledgor, which shall immediately be assigned and delivered to Secured
Party and held under the terms of this agreement (the "Pledge
Agreement") in the same manner as the shares originally pledged
hereunder;
(d) Any and all proceeds, monies, income and benefits arising
from or by virtue of, and all dividends and distributions (cash or
otherwise) payable and/or distributable with respect to, all or any of
the shares or other securities and rights and interests described
herein.
3. Obligations Secured. This Pledge Agreement and the Security
Interest granted hereby secure the prompt repayment of that certain extended and
consolidated promissory note executed by Pledgor of even date herewith (the
"Note").
4. Warranties. Pledgor represents, warrants, covenants and agrees
to and with Secured Party that: (a) Pledgor is the legal and beneficial owner of
the Collateral; (b) the Collateral is duly authorized and issued, fully paid,
and nonassessable; (c) no dispute, right of setoff, counterclaim or defense
exists with respect to all or any part of the Collateral; (d) all of the shares
of the Collateral are owned by the Pledgor free of any pledge, mortgage,
hypothecation, lien, charge, encumbrance or security interest or purchase right
or option on the part of any third person in such shares or the proceeds
thereof, except the Security Interest and those restrictions legended on the
stock certificate which restrictions Pledgor acknowledges are operative only so
long as no Event of Default has occurred; (e) there are no restrictions upon the
transfer of any of the shares constituting the Collateral, other than those
which are operative only so long as no Event of Default has occurred and which
appear on the face of the Certificates; (f) the Pledgor has the full power,
authority and legal right to transfer and pledge the Collateral free of any
encumbrances and without obtaining the consent of the other shareholders of the
issuer of the Collateral; (g) the execution and delivery of this Pledge
Agreement, and the performance of its terms, will not result in any violation of
any provision of the Pledgor's certificate of incorporation or bylaws, or
violate or constitute a default under the terms of any agreement, indenture or
other instrument, license, judgment, decree, order, law, statute, ordinance or
other governmental rule or regulation, applicable to the Pledgor or any of its
property; (h) this Pledge Agreement has been duly authorized, executed and
delivered by the Pledgor and constitutes a legal, valid and binding obligation
of the Pledgor enforceable in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights and, to
the extent that such instruments
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require or may require, enforcement by a court of equity, such principles of
equity as the court may have jurisdiction to impose; and (i) upon delivery of
the Collateral to the Secured Party, this Pledge Agreement will create a valid
and perfected first priority lien upon, and security interest in, the Collateral
and the proceeds thereof, securing the payment of the Note. The delivery at any
time by the Pledgor to the Secured Party of Collateral shall constitute a
representation and warranty by the Pledgor under this Pledge Agreement that,
with respect to such Collateral and each item thereof: (1) Pledgor is the owner
of the Collateral; and (2) the matters heretofore warranted in clauses (a)
through (i) of this section are true and correct.
5. Covenants. Pledgor further covenants and agrees: (a) from time
to time promptly to execute, assign, endorse and deliver to Secured Party all
applications, acceptances, stock powers, chattel paper, documents, instruments
or other evidences of payment or writing constituting or relating to any of the
Collateral, and all such other assignments, certificates, supplemental writings,
and financing statements and do all other acts or things as Secured Party may
reasonably request in order more fully to evidence and perfect the Security
Interest; (b) promptly to furnish Secured Party with any information or writings
which Secured Party may reasonably request concerning the Collateral; (c) to
allow Secured Party to inspect all records of Pledgor relating to the Collateral
or to the Note, and to make and take away copies of such records during normal
business hours; (d) promptly to notify Secured Party of any change in any fact
or circumstance warranted or represented by Pledgor in this Pledge Agreement or
in any other writing furnished by Pledgor to Secured Party in connection with
the Collateral or the Note; (e) promptly to notify Secured Party of any claim,
action or proceeding affecting title to the Collateral, or any part thereof, or
the Security Interest, and at the request of Secured Party, appear in and
defend, at Pledgor's expense, any such action or proceeding; (f) promptly to pay
to Secured Party the amount of all court costs and reasonable attorneys' fees
incurred by Secured Party hereunder; (g) except to the extent prohibited by
applicable law, pay all reasonable expenses incurred in the custody,
preservation, use or operation of the Collateral; and (h) promptly to deliver to
Secured Party, in the exact form received, all securities and other property
described in Section 2(b), Section 2(c) and Section 2(d) hereof which comes into
the possession, custody or control of the Pledgor. Pledgor further covenants and
agrees that, without the prior written consent of Secured Party, Pledgor shall
not (x) sell, assign or transfer Pledgor's rights in the Collateral, or (y)
create any other lien or security interest in, or otherwise encumber any of the
Collateral, or permit any of the Collateral ever to be or become subject to any
lien, attachment, execution, sequestration, other legal or equitable process, or
any lien or encumbrance of any kind. Pledgor further agrees that it will (1)
cause the issuers of the Collateral not to issue any stock or other securities
in addition to or in substitution for the Collateral issued by the issuer,
except
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to the Pledgor, and (2) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all additional shares of stock or
other securities of the Collateral. All assignments and endorsements by the
Pledgor shall be in such form and substance as may be satisfactory to the
Secured Party. Should any covenant, duty or agreement of the Pledgor fail to be
performed in accordance with its terms hereunder, the Secured Party may, but
shall never be obligated to, perform or attempt to perform such covenant, duty
or agreement on behalf of the Pledgor, and any amount expended by the Secured
Party in such performance or attempted performance shall become part of the
Note, except to the extent prohibited by applicable law, and, at the request of
the Secured Party, or unless otherwise agreed, the Pledgor agrees to pay such
amount promptly to the Secured Party.
6. Adjustments and Distributions Concerning Collateral. Should
the Collateral, or any part thereof, ever be converted in any manner by its
issuer into another type of property or any money or other proceeds ever be paid
or delivered to Pledgor as a result of Pledgor's rights in the Collateral, then
in any such event (except as provided in Section 7 hereof), all such property,
money and other proceeds shall immediately be and become part of the Collateral,
and Pledgor covenants to pay forthwith and deliver all such property, money or
other proceeds so received to Secured Party; and, if Secured Party deems it
necessary and so requests, to endorse properly or assign any and all such other
proceeds to Secured Party and to deliver to Secured Party any and all such other
proceeds which require perfection by possession under the Uniform Commercial
Code in effect in the State of Texas or other appropriate jurisdiction (the
"UCC"). With respect to any of such property of a kind requiring an additional
security agreement, financing statement or other writing to perfect a security
interest therein in favor of Secured Party, Pledgor will forthwith execute and
deliver to Secured Party whatever Secured Party shall deem necessary or proper
for such purpose.
7. Cash Dividends. Unless an Event of Default shall have
occurred, the Pledgor shall be entitled to receive for its own use cash
dividends on the Collateral paid out of earned surplus. Upon the occurrence of
an Event of Default, the Secured Party may require any such cash dividends to be
delivered to the Secured Party as additional Collateral hereunder or applied
toward repayment of the Note.
8. Registration of Collateral in Name of Secured Party. After an
Event of Default, the Secured Party, at its option, may have any or all of the
Collateral registered in its name or that of its nominee including any "clearing
corporation" or "custodian bank" as defined in the UCC and any nominee of any of
the foregoing, and the Pledgor hereby covenants that, upon the Secured Party's
request, the Pledgor will cause the issuer of the Collateral to effect such
registration. Immediately after an Event of Default and with or
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without notice, whether or not the Collateral shall have been registered in the
name of the Secured Party or its nominee, the Secured Party or its nominee shall
have, with respect to the Collateral, the right to exercise all voting rights
and all other corporate rights and all conversion, exchange, subscription or
other rights, privileges or options pertaining thereto as if it were the
absolute owner thereof, including, without limitation, the right to exchange any
or all of the Collateral upon the merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof, or upon the
exercise by such issuer of any right, privilege, or option pertaining to any of
the Collateral, and, in connection therewith, to deliver any of the Collateral
to any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine, all without liability
except to account for property actually received by it; but the Secured Party
shall have no duty to exercise any of the aforesaid rights, privileges or
options and shall not be responsible for any failure to do so, delay in doing
so, or depreciation in the value of the Collateral by reason of doing so.
9. Default. Upon the occurrence of an Event of Default, in
addition to any and all other rights and remedies which Secured Party may then
have hereunder, under the UCC or otherwise, Secured Party may at its discretion
and without notice to the Pledgor do any one or more of the following, without
liability except to account for property actually received by it, and Pledgor
agrees that it is commercially reasonable for Secured Party to do any of the
following: (a) declare the entire unpaid balance of principal of and all
accrued, unpaid interest on the Note immediately due and payable without notice,
including without limitation, notice of acceleration and notice of intent to
accelerate, demand, or presentment, which are hereby waived; (b) transfer to or
register in its name or the name of its nominee (if the same has not already
been done) any of the Collateral with or without indication of the security
interest herein created, and whether or not so transferred or registered,
receive the income, dividends and other distributions thereon and hold them or
apply them to the Note in any order of payment; (c) exercise or cause to be
exercised all voting and corporate powers with respect to any of the Collateral
so registered or transferred, including all rights to conversion, exchange,
subscription or any other rights, privileges or options pertaining to such
Collateral, as if the absolute owner thereof; (d) insure any of the Collateral;
(e) exchange any of the Collateral for other property upon a reorganization,
recapitalization or other readjustment and, in connection therewith, deposit any
of the Collateral with any committee or depository upon such terms as the
Secured Party may determine; (f) in its name or in the name of the Pledgor
demand, xxx for, collect or receive any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral and, in
connection therewith, endorse notes, checks, drafts, money orders, documents of
title or other evidences of payment, shipment
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or storage in the name of the Pledgor; (g) make any compromise or settlement
deemed advisable with respect to any of the Collateral; (h) renew, extend, or
otherwise change the terms and conditions of any of the Collateral or the Note;
(i) take or release any other collateral as security for any of the Collateral
or the Note; 0) add or release any guarantor, indorser, surety or other party to
any of the Collateral or the Note; (k) reduce its claim to judgment or foreclose
or otherwise enforce the Security Interest, in whole or in part, by any
available judicial procedure; (1) without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon the Pledgor or any other person
(all of which are, to the extent permitted by law, hereby expressly waived),
forthwith realize upon the Collateral or any part thereof, and may forthwith
sell or otherwise dispose of or deliver the Collateral or any part thereof or
interest therein, in one or more parcels at public or private sale or sales (it
being understood and agreed that a sale of all the Collateral at once may
adversely affect the price paid for the Collateral), on any national or regional
exchange or recognized market (including without limitation on the New York
Stock Exchange or in the over-the-counter market by a registered broker dealer
at the current market price), broker's board or at the Secured Party's office or
elsewhere, at such prices and on such terms including, but without limitation, a
requirement that any purchaser of all or any part of the Collateral purchase the
shares constituting the Collateral for investment without any intention to make
any distribution thereof) as it may deem best (it being agreed that the sale of
any part of the Collateral shall not exhaust Secured Party's power of sale, but
sales may be made from time to time until all of the Collateral has been sold or
until the Note has been paid in full without any intention to make any
distribution thereof), for cash or on credit, or for future delivery without
assumption of any credit risk, with the right of the Secured Party or any
purchaser to purchase upon any such sale the whole or any part of the Collateral
free from any right or equity of redemption in the Pledgor, which right or
equity is hereby expressly waived and released, and at any such sale it shall
not be necessary to exhibit the Collateral; (m) apply by appropriate judicial
proceedings for appointment of a receiver for the Collateral, or any part
thereof, and Pledgor hereby consents to any such appointment; (n) at its
discretion, retain the Collateral in satisfaction of the Note whenever the
circumstances are such that Secured Party is entitled to do so under the UCC or
otherwise; (o) exercise any and all other rights it may have hereunder or under
the UCC or otherwise; (p) buy the Collateral at any public sale; and (q) buy the
Collateral at any private sale if the Collateral is of a type customarily sold
in a recognized market or is of a type which is the subject of widely
distributed standard price quotations. Pledgor hereby grants to Secured Party an
irrevocable proxy coupled with an interest to exercise as to such Collateral,
upon the occurrence of an Event of Default, all rights, powers and remedies of
an owner and all of the rights, powers and remedies hereinabove set forth, the
proxy herein
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granted to exist until the Note has been paid and performed in full. The
proceeds of any disposition of the Collateral or other action by the Secured
Party shall be applied as follows:
(1) First, to the cost and expenses incurred in
connection therewith or incidental thereto or to the
care or safekeeping of any of the Collateral or in
any way relating to the rights of the Secured Party
hereunder, including reasonable attorneys' fees and
legal expenses;
(2) Then, to the satisfaction of the Note in such order
as the Secured Party may elect;
(3) Then, to the payment of any other amounts required
by applicable law; and
(4) Then, to the Pledgor to the extent of any surplus
proceeds.
In addition to the rights and remedies granted to the Secured Party in
this Pledge Agreement and in any other instrument or agreement securing,
evidencing or relating to the Note, the Secured Party shall have all rights and
remedies of a secured party under the UCC. The Pledgor further agrees to waive
and agrees not to assert any rights or privileges which it may acquire under the
UCC with respect to collateral not owed by the debtor, and the Pledgor shall be
liable for the deficiency if the proceeds of any sale or other disposition of
the Collateral are insufficient to pay all amounts to which the Secured Party is
entitled and the fees and expenses of any attorneys employed by the Secured
Party to collect such deficiency. The Secured Party will be under no duty to
exercise or to withhold the exercise of any of the rights, powers, privileges
and options expressly or implicitly granted to the Secured Party in this Pledge
Agreement and shall not be responsible for any failure to do so or delay in so
doing.
10. Laws and Agreements. Pledgor agrees that there may be legal
and/or practical restrictions or limitations affecting Secured Party in
attempting to dispose of certain portions of the Collateral and enforce its
rights hereunder, because of the Securities Act of 1933, as amended, or any
other laws or regulations, or for other reasons, including an order to obtain
any required approval of the purchase or purchaser by any governmental
regulatory agency or officers. For these reasons, Secured Party is hereby
authorized by Pledgor, but not obligated, in the event of the occurrence of an
Event of Default, to sell all or any part of the Collateral at private sale,
subject to investment letter or in any other manner which will not require the
Collateral, or any part thereof, to be registered in accordance with any laws
or regulations, including but not limited to the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder, or make it
necessary to
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obtain any required approval of purchaser or the purchase by any governmental
regulatory agency or officer, at the best price reasonably obtainable by Secured
Party at such private sale or other disposition in the manner mentioned above.
Secured Party is also hereby authorized by Pledgor, but not obligated, to take
such actions, give such notices, obtain such consents and do such other things
as Secured Party may deem necessary or appropriate in the event of sale or
disposition of any of the Collateral. Pledgor understands that Secured Party may
in its discretion approach a restricted number of potential purchasers and that
a sale under such circumstances may yield a lower price for the Collateral, or
any part or parts thereof, than would otherwise be obtainable if same were
either offered to a large number of potential purchasers, or registered and sold
in the open market. The Pledgor agrees (i) that at such private sale or sales,
the Secured Party shall have the right to rely upon the advice and opinion of
any member firm of a national securities exchange as to the best price
reasonably obtainable upon such private sale thereof, and that such reliance
shall be conclusive evidence that the Secured Party handled such matter in a
commercially reasonable manner under applicable law, and (ii) that the Secured
Party has no obligation to delay sale of any Collateral to permit the issuer
thereof to register it for public sale under any applicable federal or state
securities laws, and (iii) that the Secured Party shall not be liable or
accountable to Pledgor, nor shall the Note be subject to any reduction by reason
of the fact that the proceeds of sale subject to any such limitation or
restriction are less than otherwise might have been obtained.
11. Notification of Sale. Reasonable notification of the time and
place of any public sale of the Collateral, or reasonable notification of the
time after which any private sale or other intended disposition of the
Collateral is to be made, shall be sent to Pledgor and to any other person
entitled under the UCC to notice; provided that if any of the Collateral
threatens to decline speedily in value or is of the type customarily sold on a
recognized market, Secured Party may sell or otherwise dispose of the Collateral
without notification, advertisement, or other notice of any kind. It is agreed
that notice sent or given not less than five (5) calendar days prior to the
taking of the action to which the notice relates is reasonable notification and
notice for the purposes of this paragraph.
12. Satisfaction of Obligations. Upon the repayment in full of the
Note and the satisfaction of all additional costs and expenses of the Secured
Party as provided herein, this Pledge Agreement shall terminate, and the Secured
Party shall deliver to the Pledgor, at the Pledgor's expense, such of the
Collateral as shall not have been sold or otherwise applied pursuant to this
Pledge Agreement.
13. Duties of Secured Party. The Secured Party's duty with respect
to any Collateral now or hereafter in the possession of the
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Secured Party is solely to use reasonable care in the custody and preservation
of the Collateral. The Secured Party shall be deemed to have exercised
reasonable care in the custody and preservation in the Collateral if the
Collateral is accorded treatment substantially equal to that which the Secured
Party accords its own property, it being understood that the Secured Party shall
not have any responsibility for ascertaining or taking action with respect to
fixing or preserving rights against prior parties to the Collateral, calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral or for informing Pledgor of such matters whether or not the Secured
Party has or is deemed to have any knowledge of such matters. The Secured Party
shall not be required to take any steps necessary to preserve any rights in the
Collateral against prior parties or to protect, perfect, preserve or maintain
any security interest given to secure the Collateral. Secured Party shall never
be liable for its failure to use due diligence in the collection of the Note, or
any part thereof, or for its failure to give notice to the Pledgor of default in
the payment of the Note, or any part thereof, or in the payment of or upon any
security, whether pledged hereunder or otherwise. The Secured Party shall not be
liable for a decline in the market value of the Collateral.
14. Indemnification. The Pledgor hereby agrees to indemnity and to
hold Secured Party harmless from and against any loss, claim, demand or expense
(including attorneys' fees) by reason, or in any manner related to, the
Collateral, including any such claim as may arise by reason of any alleged
breach of warranty concerning the Collateral, by reason of the failure of the
Pledgor to comply with any state or federal statute, rule, regulation, order or
decree, or by reason of the Secured Party's efforts to enforce payment of the
Note, including expenses incurred in satisfying any applicable securities and
banking laws.
15. Expenses. The Pledgor will upon demand pay to the Secured
Party the amount of any and all reasonable expenses, including the reasonable
fees and expenses of its counsel and of any experts and agents, which the
Secured Party may incur in connection with (i) the administration of this Pledge
Agreement, (ii) the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Secured Party hereunder, or (iv) the
failure by the Pledgor to perform or observe any of the provisions hereof
16. Security Interest Absolute. All rights of the Secured Party
and the pledge and Security Interest hereunder, and all obligations of the
Pledgor hereunder, shall be absolute and unconditional in all respects and shall
not be released, diminished, impaired, or affected for any reason, including
without limitation the occurrence of any one or more of the following events:
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(a) The taking or accepting of any other security or assurance
for the Note;
(b) Any change in the time, manner or place of payment of, or in
any other term of the Note;
(c) Any exchange, release, subordination, surrender, loss or
non-perfection of any other collateral at any time existing in
connection with the Note, or any release or amendment or
waiver of or consent to departure from any guaranty, or other
security for the Note;
(d) Any neglect, delay, omission, failure, or refusal of the
Secured Party to take or prosecute any action in connection
with this Pledge Agreement or the Note;
(e) The insolvency, bankruptcy, or lack of corporate power of
the Pledgor; or
(f) Any other circumstance which might otherwise constitute a
defense available to a discharge of the Pledgor in respect of
the obligations of the Pledgor in respect of this Pledge
Agreement.
17. Waivers. Except as otherwise required by the terms hereof or
by applicable law, the Pledgor hereby waives all notices, including but not
limited to demand, presentment for payment, notice of nonpayment, protest,
notice of protest, notice of intent to accelerate, notice of acceleration and
all other notices, and without further notice hereby consents to any and all
renewals, extensions, amendments, modifications, indulgences, releases,
subordinations, waivers or changes in the terms of the Note or this Pledge
Agreement.
18. Benefit. This Pledge Agreement shall be binding upon and inure
to the benefit of Pledgor and Secured Party, and their respective heirs, legal
representatives, successors and assigns; provided, that Pledgor may not, without
the prior written consent of Secured Party, assign any rights, powers, duties or
obligations hereunder.
19. Remedies Cumulative. The rights and remedies provided herein
and in the Note are cumulative and are in addition to and not exclusive of any
rights or remedies provided by law, including, but without limitation, the
rights and remedies of a secured party under the UCC.
20. Amendment. This agreement may be amended only by written
instrument signed by both parties.
21. Course of Dealings. No course of dealing between the Pledgor
and the Secured Party, nor any failure to exercise, nor any
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delay in exercising any right, power or privilege of, the Secured Party
hereunder or under the Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.
22. Invalidity of Any Provision. The invalidity of any one or more
phrases, sentences, clauses, paragraphs or sections hereof shall not affect the
remaining portions of this Pledge Agreement, all of which are being inserted
conditionally on their being held legally valid. In the event that any one or
more of the phrases, sentences, clauses, paragraphs or sections contained herein
should be invalid, or should operate to render this Pledge Agreement invalid,
then this Pledge Agreement shall be construed as if such invalid phrase or
phrases, sentence or sentences, clause or clauses, paragraph or paragraphs, or
section or sections had not been inserted.
23. Application of Payments. If at any time Pledgor's liabilities
to the Secured Party are in the excess of the Pledgor's indebtedness to Secured
Party under the Note, the Secured Party may, at its option, first apply all
payments made to Pledgor or collected with respect to the Collateral, toward
payment of Pledgor's liabilities in excess of that evidenced by the Note.
24. Stock Powers. Secured Party shall hold the Collateral in the
form in which it is delivered to it unless and until it is entitled under the
terms hereof to register, to sell or to dispose of the same as hereinabove
provided, in which event Pledgor hereby authorizes and irrevocably appoints the
Secured Party as the Pledgor's Attorney-in-Fact to transfer such Collateral on
the books of the issuer thereof, in whole or in part, to the name of the Secured
Party or such other person or persons as the Secured Party may designate. The
powers of attorney granted by, attached to, or pursuant to this Pledge Agreement
and all authority hereby conferred, are made, granted and conferred subject to
and in consideration of the interest of the Secured Party for the purpose of
assuring payment of the Note. Accordingly, such powers of attorney shall be
deemed coupled with an interest and irrevocable prior to the payment in full of
the Note and shall not be terminated prior thereto or affected by any act of
Pledgor, or any other person or by operation of law, including but not limited
to, the dissolution, death, disability or incompetency of any person,
determination of any trust, or the occurrence of any other event. If the
Pledgor, the issuer of the Collateral or any other person should be dissolved or
die or become disabled or incompetent, or an other event should occur before the
payment in full of the Note such Attorney-in-Fact is nevertheless authorized to
act under such powers of attorney as if such dissolution, death, disability or
incompetency or other event had not occurred and regardless of notice thereof.
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25. GOVERNING LAW. THIS PLEDGE AGREEMENT IS BEING EXECUTED AND
DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF TEXAS, AND THE
SUBSTANTIVE LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT, UNLESS THE LAWS OF ANOTHER
STATE REQUIRE THE APPLICATION OF THE LAWS OF SUCH STATE. THIS PLEDGE AGREEMENT
IS PERFORMABLE IN DALLAS, TEXAS.
26. Severability of Security. Pledgor hereby agrees that this
Agreement may, upon request by the Secured Party, be substituted by five (5) new
Pledge Agreements each securing one-fifth (1/5) of the Collateral secured
hereby. Upon substitution of this Agreement with five (5) new Pledge Agreements,
this Agreement will be marked to read "Substituted with Five (5) Pledge
Agreements" and returned to Pledgor. At such time, Pledgor shall cause Medical
Resource to issue five new stock certificates in equal amounts of shares to
replace the Collateral.
27. Notice. Any notice, request, demand, instruction or other
communication to be given to either party hereunder, except those required to be
delivered at Closing, shall be in writing, and shall be deemed to be given upon
receipt, if hand delivered or delivered by express delivery service, or three
(3) days after deposit of such notice in registered or certified mail, return
receipt requested (provided that any notice of termination shall be effective
immediately upon deposit in registered or certified mail, return receipt
requested), addressed as follows:
IF TO PLEDGOR:
JRG Investment Co., Inc.
Attn.: Xx. Xxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
IF TO SECURED PARTY:
M.S. HOLDING CO. CORP.
Attn.: Mr. P. Xxxxx Xxxxxxx
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
COPY TO:
Xxxx X. Xxxxxxx, Esq.
00000 X. Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
The addresses and addressees for the purpose of this article may be
changed by either party by giving notice of such change to the other party in
the manner provided herein for giving notice. For the purpose of changing such
addresses or addressees only,
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unless and until such written notice is received, the last address and addressee
stated herein shall be deemed to continue in effect for all purposes.
28. Supplement. Pledgor agrees to supplement this agreement
with all reasonable documentation necessary to accomplish the
intention of this agreement.
IN WITNESS WHEREOF, the parties have executed this Pledge Agreement as
of the day and year first above written.
PLEDGOR:
JRG INVESTMENT CO., INC.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Xxxxx X. Xxxxxx,
President
SECURED PARTY:
M.S. HOLDING CO. CORP., a
Nevada corporation
By: /s/ F. Xxxxx Xxxxxxx
---------------------------------
F. Xxxxx Xxxxxxx,
Vice President
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