SECURITIES PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Agreement"), dated as of June 26, 2002, made
by MEDICAL TECHNOLOGY SYSTEMS, INC., a Delaware corporation ("MTS") and LIFESERV
TECHNOLOGIES, INC., a Florida corporation ("Lifeserv," and with MTS,
collectively, the "Pledgor"), each with its chief executive office located at
00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx, is in favor of EUREKA I, L.P.,
as Collateral Agent under the Purchase Agreement hereinafter mentioned (in such
capacity together with its successors and assigns in such capacity, the
"Collateral Agent").
PRELIMINARY STATEMENTS:
(1) Except as otherwise defined herein, terms used herein and defined
in the Purchase Agreement (as defined below) shall be used herein as
therein defined.
(2) This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof (as amended or otherwise modified
from time to time, the "Purchase Agreement"), between the Pledgor, Eureka
I, L.P., as Investor (in such capacity, the "Investor" and the Collateral
Agent providing, among other things, for the purchase by Investor of Notes
from MTS.
(3) It is a condition precedent to the purchase of the Notes under the
Purchase Agreement that the Pledgor shall have executed and delivered to
the Collateral Agent this Agreement.
(4) The Pledgor desires to execute this Agreement to satisfy the
conditions described in the preceding paragraph.
(5) The Pledgor presently owns all of the issued and outstanding
shares of capital stock as more fully described in Schedule I attached
hereto and made a part hereof and issued by the corporations named therein
(each such corporation being referred to in said Schedule I as an "Issuer")
and may in the future acquire additional shares of said capital stock (all
of such now owned or hereafter acquired shares of capital stock being
collectively referred to herein as the "Pledged Shares");
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the Pledgor hereby
agrees as follows:
1. Pledge. The Pledgor hereby pledges to the Collateral Agent, for its
benefit and for the benefit of the Noteholders, and grants to the
Collateral Agent, for its benefit and for the benefit of the Noteholders, a
security interest in, the following (the "Pledged Collateral"):
(a) the Pledged Shares now owned by the Pledgor and the
certificates, if any, representing such Pledged Shares, and all
dividends, cash, securities, instruments, rights and other property
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Pledged Shares;
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(b) all additional shares of said stock acquired by the Pledgor
in any manner, and the certificates, if any, representing such
additional shares (any such additional shares shall constitute part of
the Pledged Shares under and as defined in this Agreement), and all
dividends, cash, instruments, subscription warrants, securities and
any other rights and options and other property from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares; and
(c) all other property hereafter delivered to the Collateral
Agent in substitution for, as proceeds of, or in addition to any of
the foregoing, all certificates, instruments and documents
representing or evidencing such property, and all cash, securities,
interest, dividends, rights 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 thereof.
2. Security for Liabilities. The Pledged Collateral secures the payment of
all of the Liabilities to the Collateral Agent and/or the Noteholders, whether
for principal, interest, fees, expenses or otherwise, and all obligations of the
Pledgor now existing under this Agreement. The term "Liability" or "Liabilities"
shall mean the indebtedness and liabilities of each Pledgor to the Collateral
Agent and/or the Noteholders under this Agreement, the Notes, the Purchase
Agreement, the Guaranty and the Security Documents (as defined in the Purchase
Agreement), including but not limited to all obligations to perform acts or
refrain from taking any action and any obligations of the Pledgor owing to the
Collateral Agent and/or the Noteholders.
3. Delivery of Pledged Shares. All certificates, instruments or documents,
if any, representing or evidencing the Pledged Shares shall be delivered to and
held by or on behalf of the Collateral Agent pursuant hereto and shall be in
suitable form for transfer by delivery, shall be accompanied by duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to the Collateral Agent. In the event any or all of the Pledged
Shares are evidenced by a book entry, Pledgor shall execute and deliver or cause
to be executed and delivered to the Collateral Agent such control agreements,
documents, and agreements as are required by the Collateral Agent to create and
perfect a security interest in such uncertificated Pledged Shares. In addition,
the Collateral Agent shall have the right at any time to exchange certificates
or instruments representing or evidencing Pledged Shares for certificates or
instruments of smaller or larger denominations.
4. Intercreditor Agreement. The priority of the security interests granted
hereby, the exercise by the Collateral Agent of any of its rights or remedies
hereunder, and the covenants of the Pledgor contained herein (in each case
whether or not so expressed) are subject in all respects to the Intercreditor
Agreement (as such term is defined in the Purchase Agreement). Any reference to
delivery of property or property delivered, or property in the possession of, or
to property pledged or to be pledged to, the Collateral Agent will be deemed to
refer to, or to be satisfied by, property delivered to or in the possession of
or pledged to the "Senior Lender" under the Intercreditor Agreement. The
security interests created in favor the Collateral Agent hereunder are
subordinate and junior to security interests created in favor of the Senior
Lender (as such term is defined in the Intercreditor Agreement).
5. Representations and Warranties. The Pledgor represents and warrants as
follows:
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(a) The Pledged Shares have been duly authorized and validly issued
and are fully paid and non-assessable.
(b) The Pledgor is, or at the time of any future delivery, pledge,
assignment or transfer will be, the legal and beneficial owner of the
Pledged Collateral, free and clear of any lien, security interest, pledge,
warrant, option, purchase agreement, shareholders' agreement, restriction,
redemption agreement or other charge, encumbrance or restriction of any
nature on the Pledged Collateral, except Permitted Liens and such as are
created pursuant to this Agreement and as contemplated by the Intercreditor
Agreement, with full right to deliver, pledge, assign and transfer the
Pledged Collateral to the Collateral Agent as Pledged Collateral hereunder.
(c) The pledge and delivery of the Pledged Collateral pursuant to this
Agreement creates a valid, perfected security interest in the Pledged
Collateral, securing the payment of the Liabilities.
(d) No authorization, approval, or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required
either (i) for the pledge by the Pledgor of the Pledged Collateral pursuant
to this Agreement or for the execution, delivery or performance of this
Agreement by the Pledgor, or (ii) for the exercise by the Collateral Agent
of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement
(except as may be required in connection with a disposition of such shares
by laws affecting the offering and sale of securities generally).
(e) The Pledgor has full power and authority to enter into this
Agreement and has the right to vote, pledge and grant a security interest
in the Pledged Collateral as provided by this Agreement.
(f) None of the Pledged Shares has been issued in violation of any
federal, state or other law, regulation or rule pertaining to the issuance
of securities, or in violation of any rights, pre-emptive or otherwise, of
any present or past stockholder of any Issuer described in Schedule I
attached hereto and made a part hereof.
6. Further Assistance. The Pledgor agrees that at any time and from time to
time, at the expense of the Pledgor, the Pledgor will promptly execute and
deliver, or cause to be executed and delivered, all certificates, if any,
representing the Pledged Shares, stock powers, proxies, assignments, instruments
and documents; will take all steps necessary to properly register the transfer
of the security interest hereunder on the books of the Issuer of any
uncertificated securities included in the Pledged Shares; and will take all
further action that may be necessary or desirable, or that the Collateral Agent
may request in its sole discretion, in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable the Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to
any Pledged Collateral and to carry out the provisions and purposes hereof.
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7. Voting Rights; Dividends; Etc.
(a) So long as no Event of Default (as hereinafter defined) is
continuing:
(i) The Pledgor shall be entitled to exercise any and all voting
and other consensual rights pertaining to the Pledged Shares or any
part thereof for any purpose not inconsistent with the terms of this
Agreement or the Purchase Agreement; provided, however, that the
Pledgor shall not exercise nor shall it refrain from exercising any
such right if such action could have a material adverse effect on the
value of the Pledged Collateral or any part thereof.
(ii) The Pledgor shall be entitled to receive and retain any and
all dividends and interest paid in respect of the Pledged Collateral,
provided however, that any and all dividends and interest paid or
payable other than in cash in respect of, and instruments and other
property received, receivable or otherwise distributed in respect of,
or in exchange for, any Pledged Collateral (other than in connection
with the complete liquidation of any Issuer) shall be Pledged
Collateral,and shall be forthwith delivered to the Collateral Agent to
hold as Pledged Collateral and shall, if received by the Pledgor, be
received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of the Pledgor, and be
forthwith delivered to the Collateral Agent as Pledged Collateral in
the same form as so received (with any necessary endorsement).
(iii) The Pledgor shall execute and deliver (or cause to be
executed and delivered) to the Collateral Agent all such proxies and
other instruments as the Collateral Agent may (reasonably) request for
the purpose of enabling the Collateral Agent to exercise the voting
and other rights which it is entitled to exercise pursuant to
paragraph (i) above and to receive the dividends or interest payments
which it is authorized to receive pursuant to paragraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of
Default (as hereinafter defined):
(i) All rights of the Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise
pursuant to Section 7(a)(i) and to receive the dividends and interest
payments which it would otherwise be authorized to receive and retain
pursuant to Section 7(a)(ii) shall cease, and all such rights shall
thereupon become vested in the Collateral Agent which shall thereupon
have the sole right to exercise such voting and other consensual
rights and to receive and hold as Pledged Collateral such dividends
and interest payments; and
(ii) All dividends and interest payments which are received by
the Pledgor contrary to the provisions of paragraph (i) of this
Section 7(b) shall be received in trust for the benefit of the
Collateral Agent, shall be segregated from other funds of the Pledgor
and shall be forthwith paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary
endorsements).
8. Transfers and Other Liens; Additional Shares. The Pledgor agrees that it
will not (i) sell, assign, transfer, convey, exchange, pledge or otherwise
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dispose of, or grant any option, warrant, right, contract or commitment with
respect to, any of the Pledged Collateral without the prior written consent of
the Collateral Agent, or (ii) create or permit to exist any lien, security
interest, pledge, proxy, purchase arrangement, restriction, redemption
agreements, shareholders' agreement or other charge or encumbrance upon or with
respect to any of the Pledged Collateral, except for the Permitted Liens and the
lien created by this Agreement.
9. Application of Proceeds of Sale or Cash Held as Collateral. Subject to
the terms of the Intercreditor Agreement, the proceeds of sale of Pledged
Collateral sold pursuant to this Agreement and/or the cash held as Pledged
Collateral hereunder shall (unless delivered to the applicable Pledgor, in which
case the terms of the Security Agreement (as such term is defined in the
Purchase Agreement) shall apply) be (a) retained by the Collateral Agent as cash
collateral for the Liabilities, or (b) at the election of the Collateral Agent,
applied by the Collateral Agent as follows:
First: to payment of the costs and expenses of such sale, including the
out-of-pocket expenses of the Collateral Agent and the reasonable fees and
out-of-pocket expenses of counsel employed in connection therewith, and to the
payment of all advances made by the Collateral Agent for the account of the
Pledgor hereunder, and the payment of all costs and expenses incurred by the
Collateral Agent in connection with the enforcement of this Agreement, to the
extent that such advances, costs and expenses shall not have been reimbursed to
the Collateral Agent;
Second: to the payment of interest accrued and unpaid, if any, on any of
the Liabilities to and including the date of such application and then to the
payment or prepayment of principal of any of the Liabilities and then to the
payment of the balance of the Liabilities in such order as the Collateral Agent
may determine in its sole discretion; and Third: the balance, if any, of such
proceeds shall be paid to the Pledgor, or its successors or assigns, or as a
court of competent jurisdiction may direct.
10. Collateral Agent Appointed Attorney-in-Fact. The Pledgor hereby
appoints the Collateral Agent as the Pledgor's attorney-in-fact, with full
authority in the place and stead of the Pledgor and in the name of the Pledgor
or otherwise, from time to time in the Collateral Agent's reasonable discretion
to take any action and to execute any instrument which the Collateral Agent may
deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, endorse and collect all instruments
made payable to the Pledgor representing any dividend, interest payment or other
distribution in respect of the Pledged Collateral or any part thereof, as and
when the Collateral Agent is permitted to do so in accordance with the terms of
this Agreement, and to give full discharge for the same.
11. Collateral Agent May Perform. If the Pledgor fails to perform any
agreement contained herein, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Collateral Agent
incurred in connection therewith shall be payable by the Pledgor under Section
17.
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12. Reasonable Care. The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if the Pledged Collateral is accorded treatment substantially equal
to that which the Collateral Agent accords its own property, it being understood
that the Collateral Agent shall not have any responsibility for (i) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Pledged Collateral, whether or not the
Collateral Agent has or is deemed to have knowledge of such matters, or (ii)
taking any necessary steps to preserve rights against any parties with respect
to any Pledged Collateral; provided, however, that upon the Pledgor's
instruction, the Collateral Agent shall use reasonable efforts to take such
action as the Pledgor directs the Collateral Agent to take with respect to
calls, conversions, exchanges, maturities, tenders, rights against other parties
or other similar matters relative to the Pledged Collateral, but failure of the
Collateral Agent to comply with any such request shall not of itself be deemed a
failure to exercise reasonable care, and no failure of the Collateral Agent to
preserve or protect any rights with respect to the Pledged Collateral against
prior parties, or to do any act with respect to preservation of the Pledged
Collateral not so requested by the Pledgor, shall be deemed a failure to
exercise reasonable care in the custody or preservation of the Pledged
Collateral.
13. Subsequent Changes Affecting Collateral. The Pledgor represents to the
Collateral Agent that the Pledgor has made its own arrangements for keeping
informed of changes or potential changes affecting the Pledged Collateral
(including, but not limited to, rights to convert, rights to subscribe, payment
of dividends, reorganization or other exchanges, tender offers and voting
rights), and the Pledgor agrees that the Collateral Agent shall have no
responsibility or liability for informing the Pledgor of any such changes or
potential changes or for taking any action or omitting to take any action with
respect thereto.
14. Events of Default; Remedies upon an Event of Default.
(a) The occurrence of any one or more of the following events shall
constitute an "Event of Default" by Pledgor under this Agreement:
(i) there occurs an Event of Default under and as defined in the
Purchase Agreement (after giving effect to any applicable cure or
grace periods as set forth in the Purchase Agreement);
(ii) the Pledgor fails to perform or observe any term, covenant
or agreement contained in this Agreement on its part to be performed
or observed, or any representation or warranty made by the Pledgor in
this Agreement shall be untrue or misleading in any material respect
as of the date with respect to which such representation or warranty
was made (after giving effect to any applicable cure or grace periods
as set forth in the Purchase Agreement);
(iii) a notice of lien, levy or assessment is filed or recorded
with respect to all or a substantial part of the Pledged Collateral,
except for Permitted Liens; and
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(iv) all or a substantial part of the Pledged Collateral is
attached, seized, subjected to a writ or distress warrant, or is
levied upon, or comes within the possession of any receiver, trustee,
custodian or assignee for the benefit of creditors.
(b) If any Event of Default shall be continuing, the Collateral Agent
shall have, subject to the terms of the Intercreditor Agreement, in
addition to all other rights given by law or by this Agreement, the
Purchase Agreement or otherwise, all of the rights and remedies with
respect to the Pledged Collateral of a secured party under the Uniform
Commercial Code ("Code") as adopted in the Commonwealth of Pennsylvania at
that time and the Collateral Agent may, without notice and at its option,
transfer or register the Pledged Collateral or any part thereof on the
books of the Issuer thereof into the name of the Collateral Agent or the
Collateral Agent's nominee(s), with or without any indication that such
Pledged Collateral is subject to the security interest hereunder. In
addition, with respect to any Pledged Collateral which shall then be in or
shall thereafter come into the possession or custody of the Collateral
Agent, the Collateral Agent, at the direction of the Required Noteholders,
may sell or cause the same to be sold at any broker's board or at public or
private sale, in one or more sales or lots, at such price or prices as the
Collateral Agent may deem best, for cash or on credit or for future
delivery, without assumption of any credit risk. The purchaser of any or
all Pledged Collateral so sold shall thereafter hold the same absolutely,
free from any claim, encumbrance or right of any kind whatsoever, except
for claims, encumbrances or rights that may arise without the knowledge or
consent of the Pledgor. Unless any of the Pledged Collateral threatens to
decline speedily in value or is or becomes of a type sold on a recognized
market, the Collateral Agent will give the Pledgor reasonable notice of the
time and place of any public sale thereof, or of the time after which any
private sale or other intended disposition is to be made. Any sale of the
Pledged Collateral conducted in conformity with reasonable commercial
practices of banks, insurance companies, commercial finance companies, or
other financial institutions disposing of property similar to the Pledged
Collateral shall be deemed to be commercially reasonable. Any requirements
of notice shall deemed to be a reasonable authenticated notice of
disposition if it is mailed to the Pledgor as provided in Section 20 below,
at least five (5) days before the time of the sale or disposition. Any
other requirement of notice, demand or advertisement for sale is, to the
extent permitted by law, waived. The Collateral Agent may disclaim any
warranties that might arise in connection with the sale or other
disposition of the Pledged Collateral and the Collateral Agent has no
obligation to provide any warranties at such time. The Collateral Agent
may, in its own name or in the name of a designee or nominee, buy any of
the Pledged Collateral at any public sale and, if permitted by applicable
law, at any private sale. All expenses (including court costs and
reasonable attorneys' fees and expenses actually incurred) of, or incident
to, the enforcement of any of the provisions hereof shall be recoverable
from the proceeds of the sale or other disposition of Pledged Collateral.
In view of the fact that federal and state securities laws may impose
certain restrictions on the method by which a sale of the Pledged
Collateral may be effected after an Event of Default, the Pledgor agrees
that upon the occurrence or existence of any Event of Default, the
Collateral Agent may, from time to time, attempt to sell all or any part of
the Pledged Collateral by means of a private placement, restricting the
prospective purchasers to those who can make the representations and
agreements required of purchasers of securities in private placements. In
so doing, the Collateral Agent may solicit offers to buy the Pledged
Collateral, or any part of it, for cash, from a limited number of investors
deemed by the Collateral Agent in its judgment, to be responsible parties
who might be interested in purchasing the Pledged Collateral, and if the
Collateral Agent solicits such offers from not fewer than three (3) such
investors, then the acceptance by the Collateral Agent of the highest offer
obtained therefrom shall be deemed to be a commercially reasonable method
of disposition of the Pledged Collateral.
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In addition, during the continuance of an Event of Default, all rights
of the Pledgor to exercise the voting and other rights which it would
otherwise be entitled to exercise and to receive cash dividends and
interest payments, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent as provided in Section 7.
15. Authority of Collateral Agent. The Collateral Agent shall have and be
entitled to exercise all such powers hereunder as are specifically delegated to
the Collateral Agent by the terms hereof, together with such powers as are
incidental thereto. The Collateral Agent may execute any of its duties hereunder
by or through the agents or employees. Neither the Collateral Agent, nor any
Noteholder, nor any director, officer, agent or employee of the Collateral
Agent, or the Noteholders shall be liable for any action taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or their
own gross negligence or willful misconduct. The Pledgor hereby agrees to
indemnify and hold harmless the Collateral Agent, the Noteholders and/or any
such director, officer, agent or employee from and against any and all liability
incurred by any of them, hereunder or in connection herewith, unless such
liability shall be due to its or their own gross negligence or willful
misconduct.
16. Termination. This Agreement shall terminate when all the Liabilities
have been fully paid and performed, at which time the Collateral Agent 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, against
receipt, such of the Pledged Collateral (if any) as shall not have been sold or
otherwise applied by the Collateral Agent pursuant to the terms hereof and shall
still be held by it hereunder, together with appropriate instruments of
reassignment and release. Any such reassignment shall be without recourse upon
or warranty by the Collateral Agent or the Noteholders and at the expense of the
Pledgor.
17. Expenses. The Pledgor agrees to reimburse the Collateral Agent and the
Noteholders, on demand for any and all reasonable expenses, including the
reasonable fees and expenses actually incurred of its counsel and of any experts
and agents, which the Collateral Agent or the Noteholders may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the registration of the Pledged Collateral, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent or the
Noteholders hereunder, or (iv) the failure by the Pledgor to perform or observe
any of the provisions hereof.
18. Security Interest Absolute. All rights of the Collateral Agent and/or
the Noteholders and security interests hereunder, and all obligations of the
Pledgor hereunder, shall be absolute and unconditional irrespective of:
(a) any lack of validity or enforceability of the Purchase Agreement
or an other agreement or instrument relating thereto;
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(b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Liabilities, or any other amendment or
waiver of or any consent to any departure from the Purchase Agreement;
(c) any exchange, surrender, release or non-perfection of any other
collateral, or any release or amendment or waiver of or consent to
departure from any guaranty, for all or any of the Liabilities; or
(d) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, the Pledgor in respect of the Liabilities
or of this Agreement.
19. Amendments, Waivers and Consents. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Pledgor
herefrom, shall in any event be effective unless, at the direction of the
Required Noteholders, the same shall be in writing and signed by the Collateral
Agent, and then such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
20. Notices. Any notice required or desired to be served, given or
delivered hereunder shall be in writing (including facsimile transmission), and
shall be deemed to have been validly served, given or delivered upon the earlier
of (a) personal delivery to the address set forth below (b) in the case of
mailed notice, three (3) days after deposit in the United States mails, with
proper postage for certified mail, return receipt requested, prepaid, or in the
case of notice by Federal Express or other reputable overnight courier service,
one (1) Business Day after delivery to such courier service, and (c) in the case
of facsimile transmission, upon transmission with confirmation of receipt,
addressed to the party to be notified as follows:
If to the Pledgor: 0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxx, President
Facsimile Number: (000) 000-0000
With a copy to: Xxxxxxxxxx Xxxxxxxx LLP
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Facsimile Number: (000) 000-0000
If to the Collateral Agent: Eureka, I, L.P.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxxxx X. Xxxxx
Facsimile: 000-000-0000
With a copy to: Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx & Xxxxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esquire
Facsimile: 000-000-0000
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or to such other address as any of the parties may hereafter designate for
itself by written notice to the other parties in the manner herein prescribed.
21. Continuing Security Interest. This Agreement shall create a continuing
security interest in the Pledged Collateral and shall (i) remain in full force
and effect until payment in full of the Liabilities; (ii) be binding upon the
Pledgor, its successors and assigns; and (iii) inure to the benefit of the
Collateral Agent, the Noteholders and their successors, transferees and assigns.
22. Waivers. The Pledgor waives presentment and demand for payment of any
of the Liabilities, protest and notice of dishonor or default with respect to
any of the Liabilities, and all other notices to which the Pledgor might
otherwise be entitled, except as otherwise expressly provided herein or in the
Purchase Agreement or as required by applicable law.
23. Governing Law; Terms. This Agreement shall be governed by and construed
in accordance with the internal laws (as opposed to conflict of laws provisions)
and decisions of the Commonwealth of Pennsylvania. Unless otherwise defined
herein, terms defined in Articles 8 and 9 of the Pennsylvania Uniform Commercial
Code are used herein as therein defined. Whenever 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
interpreted in such manner as to be ineffective or invalid under applicable law,
such provisions shall be ineffective or invalid only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
24. Definitions. The singular shall include the plural and vice versa and
any gender shall include any other gender as the text shall indicate.
25. Section Headings. The section headings herein are for convenience of
reference only, and shall not affect in any way the interpretation of any of the
provisions hereof.
-S-1-
IN WITNESS WHEREOF, the Pledgor, the Collateral Agent and the Noteholders
have each caused this Agreement to be duly executed and delivered by its
officer, if any, thereunto duly authorized as of the date first above written.
MEDICAL TECHNOLOGY SYSTEMS, INC.
By:_________________________________
Name:
Title:
LIFESERV TECHNOLOGIES, INC.
By:_________________________________
Name:
Title:
EUREKA I, L.P., as the Collateral Agent
By: EUREKA MANAGEMENT, L.P.,
its sole general partner
By: BERWIND CAPITAL PARTNERS, LLC,
its sole general partner
By: __________________________
Xxxxxxxxx X. Xxxxx
President
SCHEDULE I
Description of Pledged Shares
OWNER ISSUER NUMBER OF SHARES
______________________________________________________________________________
