BE ENFORCEABLE
BY, AGENT AND ITS SUCCESSORS AND ASSIGNS, AND SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE, AND NONE OF THE TERMS
OR PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, ALTERED, MODIFIED OR AMENDED
EXCEPT IN WRITING DULY SIGNED FOR AND ON BEHALF OF AGENT AND PLEDGORS.
16.
SEVERABILITY.
IF FOR ANY REASON ANY
PROVISION OR PROVISIONS HEREOF ARE DETERMINED TO BE INVALID AND CONTRARY TO ANY
EXISTING OR FUTURE LAW, SUCH INVALIDITY SHALL NOT IMPAIR THE OPERATION OF OR
EFFECT THOSE PORTIONS OF THIS AGREEMENT WHICH ARE VALID.
17.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, WHENEVER IT IS PROVIDED HEREIN THAT ANY NOTICE, DEMAND, REQUEST,
CONSENT, APPROVAL, DECLARATION OR OTHER COMMUNICATION SHALL OR MAY BE GIVEN TO
OR SERVED UPON ANY OF THE PARTIES BY ANY OTHER PARTY, OR WHENEVER ANY OF THE
PARTIES DESIRES TO GIVE AND SERVE UPON ANY OTHER PARTY ANY COMMUNICATION WITH
RESPECT TO THIS SECURITY AGREEMENT, EACH SUCH NOTICE, DEMAND, REQUEST, CONSENT,
APPROVAL, DECLARATION OR OTHER COMMUNICATION SHALL BE IN WRITING AND SHALL BE
GIVEN IN THE MANNER, AND DEEMED RECEIVED, AS PROVIDED FOR IN THE CREDIT
AGREEMENT.
13
18.
SECTION TITLES.
THE SECTION TITLES
CONTAINED IN THIS AGREEMENT ARE AND SHALL BE WITHOUT SUBSTANTIVE MEANING OR
CONTENT OF ANY KIND WHATSOEVER AND ARE NOT A PART OF THE AGREEMENT BETWEEN THE
PARTIES HERETO.
19.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, WHICH SHALL, COLLECTIVELY AND
SEPARATELY, CONSTITUTE ONE AGREEMENT.
20.
BENEFIT OF LENDERS.
ALL SECURITY INTERESTS
GRANTED OR CONTEMPLATED HEREBY SHALL BE FOR THE BENEFIT OF AGENT AND LENDERS,
AND ALL PROCEEDS OR PAYMENTS REALIZED FROM THE PLEDGED COLLATERAL IN ACCORDANCE
HEREWITH SHALL BE APPLIED TO THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THE
CREDIT AGREEMENT.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Borrowers Pledge
Agreement to be duly executed as of the date first written above.
PLEDGORS:
CURATIVE HEALTH SERVICES, INC.
By:
Name:
Title:
EBIOCARE.COM, INC.
By:
Name:
Title:
HEMOPHILIA ACCESS, INC.
By:
Name:
Title:
[Signature Page to Borrower Pledge Agreement]
APEX THERAPEUTIC CARE, INC.
By:
Name:
Title:
CHS SERVICES, INC.
By:
Name:
Title:
CURATIVE HEALTH SERVICES OF NEW YORK, INC.
By:
Name:
Title:
OPTIMAL CARE PLUS, INC.
By:
Name:
Title:
INFINITY INFUSION, LLC
By: Curative Health Services, Inc., its Sole Member
By:
Name:
Title:
INFINITY INFUSION II, LLC
By: Curative Health Services, Inc., its Sole Member
By:
Name:
Title:
INFINITY INFUSION CARE, LTD.
By: Infinity Infusion II, LLC, its Sole General Partner
By: Curative Health Services, Inc., the Sole Member of Infinity Infusion II, LLC
By:
Name:
Title:
MEDCARE, INC.
By:
Name:
Title:
CURATIVE PHARMACY SERVICES, INC.
By:
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
By:
Name:
Title:
SCHEDULE I
PART A
PLEDGED SHARES
1.
Curative Health Services, Inc.
Pledged Entity
Class
of Stock
Stock Certificate
Number(s)
Number
of