TIME TO
TIME MAY REASONABLY REQUEST IN ORDER TO ENSURE TO AGENT AND LENDERS THE BENEFITS
OF THE LIENS IN AND TO THE PLEDGED COLLATERAL INTENDED TO BE CREATED BY THIS
AGREEMENT, INCLUDING THE FILING OF ANY NECESSARY CODE FINANCING STATEMENTS,
WHICH MAY BE FILED BY AGENT WITH OR (TO THE EXTENT PERMITTED BY LAW) WITHOUT THE
SIGNATURE OF PLEDGOR, AND WILL COOPERATE WITH AGENT, AT PLEDGOR'S EXPENSE, IN
OBTAINING ALL NECESSARY APPROVALS AND MAKING ALL NECESSARY FILINGS UNDER
FEDERAL, STATE, LOCAL OR FOREIGN LAW IN CONNECTION WITH SUCH LIENS OR ANY SALE
OR TRANSFER OF THE PLEDGED COLLATERAL;
(III)
PLEDGOR HAS AND WILL DEFEND THE TITLE TO THE PLEDGED COLLATERAL
AND THE LIENS OF AGENT IN THE PLEDGED COLLATERAL AGAINST THE CLAIM OF ANY PERSON
AND WILL MAINTAIN AND PRESERVE SUCH LIENS; AND
(IV)
PLEDGOR WILL, UPON OBTAINING OWNERSHIP OF ANY ADDITIONAL STOCK OR
PROMISSORY NOTES OR INSTRUMENTS OF A PLEDGED ENTITY OR STOCK OR PROMISSORY NOTES
OR INSTRUMENTS OTHERWISE REQUIRED TO BE PLEDGED TO AGENT PURSUANT TO ANY OF THE
LOAN DOCUMENTS, WHICH STOCK, NOTES OR INSTRUMENTS ARE NOT ALREADY PLEDGED
COLLATERAL, PROMPTLY (AND IN ANY EVENT WITHIN THREE (3) BUSINESS DAYS) DELIVER
TO AGENT A PLEDGE AMENDMENT, DULY EXECUTED BY PLEDGOR, IN SUBSTANTIALLY THE FORM
OF SCHEDULE II HERETO (A "PLEDGE AMENDMENT") IN RESPECT OF ANY SUCH ADDITIONAL
STOCK, NOTES OR INSTRUMENTS, PURSUANT TO WHICH PLEDGOR SHALL PLEDGE TO AGENT ALL
OF SUCH ADDITIONAL STOCK, NOTES AND INSTRUMENTS, SUBJECT TO THE LIMITATIONS SET
FORTH IN SECTION 2(B) HEREOF.
PLEDGOR HEREBY AUTHORIZES AGENT TO ATTACH EACH
PLEDGE AMENDMENT TO THIS AGREEMENT AND AGREES THAT ALL PLEDGED SHARES AND
PLEDGED INDEBTEDNESS LISTED ON ANY PLEDGE AMENDMENT DELIVERED TO AGENT SHALL FOR
ALL PURPOSES HEREUNDER BE CONSIDERED PLEDGED COLLATERAL.
(B)
AGENT COVENANTS AND AGREES THAT, UPON THE WRITTEN REQUEST OF WMS
IN CONNECTION WITH THE DISSOLUTION OF WESTERN MEDICAL SERVICES (NY) INC.
("WMSNY"), IT SHALL PROMPTLY
5
RETURN ALL SHARE CERTIFICATES OF WMSNY (DELIVERED TO AGENT PURSUANT TO THIS
PLEDGE AGREEMENT TO WMS FOR THE PURPOSE OF SUCH DISSOLUTION.
7.
PLEDGOR'S RIGHTS.
AS LONG AS NO DEFAULT OR EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING AND UNTIL WRITTEN NOTICE SHALL BE GIVEN TO
THE APPLICABLE PLEDGOR IN ACCORDANCE WITH SECTION 8(A) HEREOF:
(A)
SUCH PLEDGOR SHALL HAVE THE RIGHT, FROM TIME TO TIME, TO VOTE AND
GIVE CONSENTS WITH RESPECT TO THE PLEDGED COLLATERAL, OR ANY PART THEREOF FOR
ALL PURPOSES NOT INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT; PROVIDED, HOWEVER, THAT NO VOTE SHALL BE
CAST, AND NO CONSENT SHALL BE GIVEN OR ACTION TAKEN, WHICH WOULD (I) HAVE A
MATERIAL ADVERSE EFFECT ON THE VALUE OF THE PLEDGED COLLATERAL OR IMPAIR THE
LIEN AND SECURITY INTEREST GRANTED TO AGENT HEREUNDER, (II) WHICH WOULD
AUTHORIZE, EFFECT OR CONSENT TO ANY MATTER PROHIBITED BY THE CREDIT AGREEMENT,
(III) CHANGE THE AUTHORIZED NUMBER OF SHARES, THE STATED CAPITAL OR THE
AUTHORIZED SHARE CAPITAL OF A PLEDGED ENTITY; (IV) CAUSE ADDITIONAL