STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (this "Agreement"), is made and entered
into on this 29th day of December, 1998, by PROVIDENT AMERICAN CORPORATION, a
Pennsylvania corporation ("Pledgor"), in favor of REASSURANCE COMPANY OF
HANNOVER, a Florida corporation ("secured Party"), as agent on behalf of itself
and CENTRAL RESERVE LIFE INSURANCE COMPANY, an Ohio corporation ("CRL").
RECITALS:
WHEREAS, Pledgor, Provident Indemnity Life Insurance Company, a
Pennsylvania corporation and wholly-owned subsidiary of Pledgor ("PILIC"), and
CRL will enter into that certain Stock Purchase Agreement, dated December 29,
1998 (the "stock Purchase Agreement"), whereby PILIC shall sell to CRL all of
the outstanding capital stock of Provident American Life and Health Insurance
Company, a Pennsylvania corporation ("PALHIC");
WHEREAS, in connection with the Stock Purchase Agreement, Secured Party
will enter into a quota-share reinsurance agreement with PILIC (the "Hannover
Treaty") to reinsure all of the health insurance policies of PILIC, constituting
approximately $100 million in premium and including all business rewritten with
CRL or its affiliates (the "Ceded Block");
WHEREAS, pursuant to the Hannover Treaty, Secured Party will deliver to
PILIC a $10 million cash payment (the "Ceding Commission"), and all profits from
the Ceded Block will be retained by Secured Party until it has recaptured the
entire Ceding Commission, together with any losses incurred, plus interest
thereon at 12% per annum;
WHEREAS, as a material inducement to Secured Party to enter into the
Hannover Treaty and to CRL to enter into the Stock Purchase Agreement, Pledgor
will execute and deliver to Secured Party (as agent on behalf of itself and CRL)
that certain Guaranty, of even date herewith (the "PAMCO Guaranty"), pursuant to
which Pledgor guarantees that Secured Party will actually receive at least $10
million in net profits from the Ceded Block, plus interest thereon at the rate
of 12% per annum, within five years after the effective date of the Hannover
Treaty; and
WHEREAS, as a condition precedent to the effectiveness of the Stock
Purchase Agreement Pledgor has agreed to grant a security interest in and pledge
the Collateral (as hereinafter defined) to Secured Party as security for payment
of any amounts due or performance of any obligations due under the PAMCO
Guaranty (the "Obligations");
NOW THEREFORE, the parties agree as follows:
1. Grant of Security Interest and Pledge.
(a) As security for the payment and performance by Pledgor
pursuant to the PAMCO Guaranty, Pledgor hereby pledges, transfers, conveys,
hypothecates, mortgages, assigns, sets over, delivers and grants to Secured
Party a security interest in and to
(i) all of the currently issued and outstanding
shares of capital stock of PILIC and all shares of capital
stock of PILIC issued during the term of this Agreement
(collectively, the "PILIC Shares"), all income, stock
dividends and other distributions therefrom (such PILIC
Shares, proceeds, products, income, stock dividends and
distributions being referred to collectively as the "stock
Collateral");
(ii) Pledgor shall have the right at any time and
upon giving ten (10) days prior written notice to Secured
Party and to Collateral Agent, that Pledgor intends to
substitute for the Stock Collateral a letter of credit, cash
or cash equivalent in the principal amount of Five Million
Dollars ($5,000,000) (such letter of credit cash or cash
equivalent being referred to collectively as the Cash
Collateral) (the Stock Collateral and the Cash Collateral
being referred to collectively as the "Collateral"). Upon
receipt by Secured Party or Collateral Agent of the Cash
Collateral in form satisfactory to the Secured Party, at
Secured Party's reasonable discretion, Secured Party shall
assign to Pledgor all of Secured Party's right title and
interest in and to the Stock Collateral, release all liens and
encumbrances which Secured Party has upon the Stock
Collateral, and shall instruct the Collateral Agent to deliver
the Stock Collateral to Pledgor, and thereupon Pledgor shall
be released from all further liability pursuant to Sections
2(d), 2(e), 2(f), 2(g), 4 and 11 hereunder..
Secured Party shall be entitled to hold the Collateral and to exercise rights
incident thereto, subject, however, to the terms and conditions set forth
herein.
(b) Pledgor hereby designates and appoints Secured Party as
its attorney-in-fact and proxy, with full power of substitution, which
designation and appointment is irrevocable and coupled with an interest, upon
the occurrence and continuance of an Event of Default (as hereinafter defined)
for the purpose of performing any and all acts, in the name, place and stead of
Pledgor, which are authorized by this Agreement.
2. Representations, Warranties and Covenants Regarding Collateral.
Pledgor hereby represents, warrants and covenants to and with Secured Party as
follows:
(a) Pledgor has not and shall not permit any lien, claim,
charge, security interest or encumbrance to exist with respect to the
Collateral, other than those in favor of Secured Party.
(b) Upon execution and delivery of this Agreement, Pledgor
shall deliver to Xxxxxxx Xxxxxxx & Xxxxxx P.L.L., as Collateral Agent on behalf
of Secured Party ("Collateral Agent") either (i) certificates evidencing the
Stock Collateral, accompanied by executed stock powers in blank and by
irrevocable proxies with respect to the Stock Collateral and such other
instruments or documents as Collateral Agent, Secured Party or its counsel may
reasonably request, or (ii) the Cash Collateral. If the Cash Collateral is
delivered to the Collateral Agent or the Secured Party, any Stock Collateral
held pursuant to this Agreement shall be returned to Pledgor.
(c) Pledgor agrees to perform all acts and do all things which
Secured Party may reasonably request, now or hereafter, to evidence, preserve or
protect the creation, attachment or perfection of the security interest herein
granted to Secured Party.
(d) The PILIC Shares constitute and will continue to
constitute all of the issued and outstanding shares of capital stock of PILIC.
All of the PILIC Shares are duly authorized, validly issued, fully paid and
nonassessable. No legend or other reference to any purported lien appears upon
any certificate representing any of the PILIC Shares. There are no outstanding
securities convertible into or exercisable for, or any rights to subscribe for
or purchase, or any options, warrants or other rights for the purchase of, or
any agreements or arrangements providing for the issuance (contingent or
otherwise) of, or any actions relating to, any shares of capital stock of PILIC.
Pledgor is the direct legal and beneficial owner of all of the PILIC Shares,
free and clear of any and all liens, and there are no outstanding contracts,
demands, commitments or other agreements or arrangements under which Pledgor is
or may become obligated to sell, transfer or assign any of the PILIC Shares
(other than to Secured Party as provided herein). Each of the PILIC Shares has
been issued in compliance with all federal and state securities laws and without
violation of any pre-emptive rights.
(e) There are no surplus notes presently issued and
outstanding by PILIC.
(f) Upon the delivery of the PILIC Shares to Collateral Agent
pursuant to this Agreement, Secured Party shall have a valid and perfected
security interest in the Stock Collateral subject to the provisions of the
Pennsylvania Insurance Department Act of 1921, as amended (the "Code").
(g) So long as this Agreement is in effect Pledgor shall not
and shall not permit PILIC to (i) issue any additional shares of the capital
stock of PILIC, (ii) issue any securities convertible into or exercisable for,
or any rights to subscribe for or purchase, or any options, warrants or other
rights for the purchase of, or any agreements or arrangements providing for the
issuance (contingent or otherwise) of, or any actions relating to, any shares of
capital stock of PILIC, and (iii) enter into any contracts, demands, commitments
or other agreements or arrangements under which Pledgor is or may become
obligated to sell, transfer or assign any of the PILIC Shares.
(h) In the event that Pledgor fails or refuses to perform any
of its obligations set forth herein, Secured Party shall have the right, without
obligation, to do all things it deems necessary or advisable to discharge the
same, and any sums paid by Secured Party, or the cost thereof, including without
limitation, attorney fees, shall constitute secured Obligations and bear
interest at the rate specified in the PAMCO Guaranty until paid.
3. Events of Default; Remedies.
(a) Each of the following shall constitute an Event of Default
hereunder: (i) if there shall occur any uncured default under the PAMCO
Guaranty; (ii) there is a uncured breach of any representation, warranty or
covenant given by Pledgor pursuant to this Agreement and if such default shall
remain uncured for a period of Ten (10) days; or (iii) if any of the Collateral
shall be attached or levied upon or seized in any legal proceedings, or held by
virtue of any lien or distress or otherwise encumbered in any manner.
(b) Upon the occurrence of an Event of Default, Secured Party
shall thereupon have, in addition to the rights specified elsewhere in this
Agreement (including but not limited to Section 4(d) hereof) and the PAMCO
Guaranty:
(i) the right to request Collateral Agent to release
to Secured Party the Collateral and the right to receive the
Collateral from the Collateral Agent;
(ii) subject to the provisions of the Code, the right
to cause any or all of the Stock Collateral to be transferred
into the name of Secured Party or its nominee or nominees;
(iii) subject to the provisions of the Code, the sole
right to exercise or refrain from exercising the voting and
other consensual rights that Pledgor would otherwise be
entitled to exercise with respect to the Stock Collateral;
(iv) all other rights and remedies of a secured party
under the Uniform Commercial Code of the State of Florida or
other applicable law.
4. Voting, Dividends, Etc.
(a) During the term of this Agreement and for so long as no
Event of Default shall have occurred and be continuing, Pledgor shall have the
right to vote the Stock Collateral.
(b) During the term of this Agreement and for so long as no
Event of Default shall have occurred and be continuing, Pledgor shall have the
right to receive cash dividends or distributions otherwise declared and paid
with respect to the Stock Collateral, except to the extent such dividends or
other distributions will materially or adversely effect the PILIC's ability to
do business, its ratings, licences or certificates of authority. Any and all
stock or liquidating dividends, other distributions in property, returns of
capital or other distributions made on or in respect of Stock Collateral,
whether resulting from a subdivision, combination or reclassification of the
stock included in the Stock Collateral, received in exchange for the Stock
Collateral or any part thereof or received as a result of any merger,
consolidation, acquisition or other exchange of assets, and any additional PILIC
Shares issued during the term of this Agreement, shall be and become part of the
Stock Collateral pledged hereunder and, if received by Pledgor, shall forthwith
be delivered to Collateral Agent, to be held subject to the terms of this
Agreement.
(c) Collateral Agent may hold any of the Collateral, endorsed
or assigned in blank, and may deliver any of the Collateral to the issuer for
the purpose of making denominational exchanges or registrations or for such
other purpose in furtherance of this Agreement as Collateral Agent may deem
desirable.
(d) Upon the occurrence of any uncured Event of Default and
subject to the provisions of the Code, all of Pledgor's rights to vote the Stock
Collateral pursuant to Section 4(a) and to receive any cash dividends or
distributions pursuant to Section 4(b) hereof shall cease, and all such rights
shall thereupon become vested in Secured Party, who shall have the sole and
exclusive right to vote the Collateral and to receive and retain the cash
dividends and other distributions which Pledgor would otherwise be authorized to
receive and retain pursuant to Section 4(a) hereof. In such event, Pledgor shall
pay over to Secured Party any cash dividends or distributions received by
Pledgor with respect to the Collateral, and any and all money, stock and other
property paid over to or received by Secured Party pursuant to the provisions of
this Section 4(d) shall be retained by Secured Party as Collateral hereunder and
shall be applied in accordance with the provisions hereof.
5. Power of Attorney. Pledgor appoints Secured Party, or any other
person whom Secured Party may designate, as Pledgor's attorney, with power to
endorse Pledgor's name on any checks, notes, acceptances, money orders, drafts
or other form of payment or security that may come into Secured Party's
possession and to do all things necessary to carry out this Agreement. Pledgor
ratifies and approves all acts of such attorney. Neither Secured Party nor any
other person designated by Secured Party as attorney hereunder will be liable
for any acts or omissions except in the case of wilful misconduct or gross
negligence on the part of Secured Party or such person, nor for any errors of
judgment or mistakes of fact or law. This power, coupled with an interest, is
irrevocable until the satisfaction in full of the Obligations. Prior to the
occurrence of an uncured Event of Default, Secured Party shall give Pledgor Ten
(10) days notice prior to the exercise of any action under this Section 5.
6. Termination of Agreement. This Agreement shall continue in full
force and effect until the termination of the PAMCO Guaranty pursuant to the
terms thereof and the satisfaction in full of the Obligations. Upon termination
of this Agreement, Collateral Agent or Secured Party shall surrender to Pledgor
or other person legally entitled thereto, without recourse or warranty, all
certificates evidencing, and stock powers in respect of, the securities included
in the Stock Collateral which are in the possession of Collateral Agent or
Secured Party and have not been disposed of pursuant to the terms of this
Agreement.
7. Obligations Unaffected. The validity and enforceability of the
security interest granted hereunder and the rights of Secured Party hereunder
shall not be affected by (i) the failure of Secured Party to assert any claim or
demand or to enforce any right or remedy it may have against Pledgor pursuant to
the PAMCO Guaranty or otherwise, (ii) any extension or renewal of any of the
terms of the PAMCO Guaranty, (iii) any rescission, waiver, amendment or
modification of any of the terms or provisions of the PAMCO Guaranty, or (iv)
the release of any security held by Secured Party for the Obligations. Pledgor
waives any right to require that any resort be had by Secured Party (i) to any
security held by Secured Party for payment of the Obligations, (ii) to any other
monetary obligations of Pledgor, or (iii) to Secured Party's rights against any
guarantor of the Obligations.
8. Waivers, Amendments; Successors and Assigns.
(a) Pledgor waives presentment and protest of any instrument
and notice thereof, notice of default and all other notices to which Pledgor
might otherwise be entitled, except as otherwise specifically provided herein.
(b) Failure by Secured Party to exercise any right, remedy or
option under this Agreement or in any other agreement between the parties
hereto, or delay by Secured Party in exercising the same, will not operate as a
waiver.
(c) No waiver by Secured Party shall be effective unless it is
in a writing signed by Secured Party, and then only to the extent specifically
stated, and no waiver by Secured Party on any occasion shall affect or diminish
Secured Party's right thereafter to require strict performance by Pledgor with
any provision of this Agreement.
(d) Secured Party's rights and remedies under this Agreement
shall be cumulative and not exclusive of any other right or remedy which Secured
Party may have.
(e) Each party hereto waives all right to trial by a jury in
any litigation relating to transactions under this Agreement.
(f) This Agreement and any term or provision hereof can only
be amended or terminated by an instrument in writing executed by both Pledgor
and Secured Party.
(g) Secured Party agrees that if no Event of Default shall
have occurred and be continuing, Secured Party shall not assign this Agreement
or any portion thereof without the prior written consent of Pledgor. Pledgor
shall not be permitted to assign this Agreement or any interest herein without
the prior written consent of Secured Party.
(h) All of the rights, privileges, remedies and options given
to Secured Party hereunder shall inure to the benefit of its successors and
assigns; and all the terms, conditions, promises, covenants, provisions and
warranties of this Agreement shall inure to the benefit of and shall bind the
representatives, successors and permitted assigns of Secured Party and Pledgor.
9. Effective Date. This Agreement shall be effective as of 11:59 p.m.
on December 31, 1998 and shall be subject to, and occur simultaneously with, the
closing of the transactions described in the Hannover Treaty, the Stock Purchase
Agreement and the PAMCO Guaranty.
10. Collateral Agent.
(a) Pledgor and Secured Party agree to the appointment of the
Collateral Agent and Collateral Agent hereby agrees to act as collateral agent
and to hold, safeguard and disburse the Collateral pursuant to the terms and
conditions hereof.
(b) If an Event of Default occurs, Secured Party shall give
ten (10) days written notice to Pledgor and Collateral Agent requesting
Collateral Agent to release the Collateral to the Secured Party. Upon receipt of
such notice and the passing of the ten (10) day period, Collateral Agent shall
release to Secured Party any and all Collateral which is in the possession of or
subject to the control of the Collateral Agent.
(c) Collateral Agent shall not be liable, except for its own
gross negligence or willful misconduct and, except with respect to claims based
upon such gross negligence or willful misconduct that are successfully asserted
against Collateral Agent, the other parties hereto shall jointly and severally
indemnify and hold harmless Collateral Agent from and against any and all
losses, liabilities, claims, actions, damages and expenses, including reasonable
attorneys' fees and disbursements, arising out of and in connection with this
Agreement.
11. Registration of Shares. Secured Party acknowledges that the PILIC
Shares have not been registered under any securities laws and that the
certificates representing the PILIC Shares shall bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM SUCH REQUIREMENTS."
12. General Provisions.
(a) Pledgor agrees to do such further acts and things, and to
execute and deliver such additional conveyances, assignments, agreements and
instruments, as Collateral Agent or Secured Party may reasonably request in
connection with the administration and enforcement of this Agreement or relative
to the Collateral or any part thereof or in order better to assure and confirm
unto Secured Party its rights and remedies hereunder.
(b) Section headings used herein are for convenience only and
are not to affect the construction of or be taken into consideration in
interpreting this Agreement.
(c) Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
(d) Pledgor shall reimburse Secured Party for all reasonable
costs and expenses incurred by Secured Party (including reasonable attorney's
fees and disbursements) to: (i) commence, defend or intervene in any court
proceeding relating to the Collateral or this Agreement; (ii) file a petition,
complaint, answer, motion or other pleadings, or to take any other action in or
with respect to any suit or proceeding (bankruptcy or otherwise) relating to the
Collateral or this Agreement; (iii) protect, collect, sell, take possession of
or liquidate any of the Collateral; and (iv) attempt to enforce any security
interest in any of the Collateral or to seek any advice with respect to such
enforcement. Pledgor also agrees to pay, and to save Secured Party harmless from
any delay in paying any intangibles, documentary stamp and other taxes, if any,
which may be payable in connection with the execution and delivery of this
Agreement, or any modification hereof.
(e) If Pledgor fails to pay any taxes, assessments or
governmental charges levied or assessed or imposed upon or with respect to the
Collateral, or otherwise fails to pay any amount necessary for the protection
and preservation of the Collateral securing the Obligations, Secured Party may
pay same at Secured Party's option, together with interest and penalty, and the
amounts so paid shall be added to the Obligations, bearing interest until paid
at the rate or rates for the Obligations specified in the PAMCO Guaranty, and be
secured by the Collateral.
(f) This Agreement shall be deemed to be a contract made under
the laws of the State of Florida for all purposes, and the validity of this
Agreement and of all transactions provided for herein shall be governed by,
interpreted and construed under, and in accordance with, the internal laws (and
not the law of conflicts) of the State of Florida.
(g) As between Secured Party and Pledgor, Secured Party may,
in its sole discretion, (i) exchange, enforce, waive or release any security or
portion of the Collateral, (ii) apply such security or any proceeds of the
Collateral and direct the order or manner of sale thereof as Secured Party may,
from time to time, determine, and (iii) settle, compromise, collect or otherwise
liquidate any such security or Collateral for the Obligations in any manner
following the occurrence of an Event of Default and during the continuance
thereof without affecting or impairing Secured Party's right to take any other
further action with respect to any security for the Obligations or any part
thereof. Prior to the occurrence of an uncured Event of Default, Secured Party
shall give Pledgor ten (10) days notice prior to the exercise of any action
under this Section 9(g).
(h) Secured Party shall have the continuing and exclusive
right to apply or reverse and reapply any and all payments to any portion of the
Obligations. To the extent Pledgor makes a payment or payments to Secured Party,
or Secured Party receives any payment or proceeds of the Collateral for
Pledgor's account, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the Obligations or part thereof
intended to be satisfied shall be revived and continue in full force and effect,
as if such payment or proceeds had not been received by Secured Party .
(i) Pledgor recognizes that, in the event Pledgor fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to Secured Party;
therefore, Pledgor agrees that Secured Party, if Secured Party so requests,
shall be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.
(j) Unless otherwise specifically provided herein, any notice
or other communication required or permitted to be given shall be in writing
addressed to the respective party as set forth below and may be personally
served, telecopied, telexed or sent by overnight courier service or United
States mail and shall be deemed to have been given: (i) if delivered in person,
when delivered; (ii) if delivered by telecopy or telex, on the date of
transmission if transmitted on a business day before 4:00 p.m. (Eastern time)
or, if not, on the next succeeding business day; (iii) if delivered by overnight
courier, two days after delivery to such courier properly addressed; or (iv) if
by U. S. Mail, four business days after depositing in the United States mail,
with postage prepaid and properly addressed.
If to Secured Party: Reassurance Company of Hannover
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Mr. Xxxxx Xxxxxxx
Fax No.: (000) 000-0000
with a copy to: Central Reserve Life Insurance Company
00000 Xxxxxxxx Xxxx
Xxxxxxxxxxxx, Xxxx 00000
Attention: General Counsel
Fax No.: (000) 000-0000
If to Collateral Agent: Xxxxxxx Xxxxxxx & Xxxxxx P.L.L.
00xx Xxxxx, Xxx Xxxxxxxxx Xxxxxx
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000-0000
Attention: Xxxx Xxxxxx
Fax No.: (000) 000-0000
If to Pledgor: Provident American Corporation
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, Chairman
Fax No.: (000) 000-0000
with a copy to: Butera, Beausang, Xxxxx & Xxxxxxx
000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Xx.
Fax No.: (000) 000-0000
(k) Pledgor agrees to indemnify Collateral Agent and/or
Secured Party from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, fees and
disbursements of counsel) which may be imposed on, incurred by, or asserted
against Collateral Agent and/or Secured Party in any litigation, proceeding or
investigation, including, without limitation, any of the foregoing brought under
any federal or state securities laws, which is threatened, instituted or
conducted by any government agency or instrumentality or any other person with
respect to any aspect of, or any transaction contemplated by, or referred to in,
or any matter related to, this Agreement, whether or not Collateral Agent and/or
Secured Party is a party thereto except to the extent that any of the foregoing
arises out of the wilful misconduct or gross negligence of such party.
(l) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
(m) CONSENT TO JURISDICTION; SERVICE OF PROCESS. PLEDGOR
HEREBY CONSENTS TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE
COUNTY OF ORANGE, STATE OF FLORIDA AND IRREVOCABLY AGREES THAT, SUBJECT TO
SECURED PARTY'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. PLEDGOR ACCEPTS FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. PLEDGOR HEREBY AGREES THAT
SERVICE UPON PLEDGOR BY MAIL AT THE ADDRESS SPECIFIED PURSUANT TO SUBSECTION (j)
ABOVE SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF SECURED PARTY TO BRING PROCEEDINGS AGAINST PLEDGOR IN THE COURTS OF ANY OTHER
JURISDICTION.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
REASSURANCE COMPANY OF HANNOVE
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Sr. V.P. - Marketing
PROVIDENT AMERICAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Operating Officer
XXXXXXX XXXXXXX & XXXXXX P.L.L.
as Collateral Agent
By: /s/ Xxxxxxx Xxxxxxx & Xxxxxx P.L.L.
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Partner
