THE PLEDGE OF ANY GREATER PERCENTAGE
WOULD RESULT IN MATERIAL ADVERSE TAX CONSEQUENCES TO THE BORROWERS), AND THE
TERNER PLEDGE AGREEMENT DULY EXECUTED BY JACOB Y. TERNER, M.D. TOGETHER WITH;
(A)
CERTIFICATES REPRESENTING THE PLEDGED EQUITY REFERRED TO THEREIN
ACCOMPANIED BY UNDATED STOCK POWERS EXECUTED IN BLANK;
(B)
ACKNOWLEDGMENT COPIES OF PROPERLY FILED UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS (FORM UCC-1), AMENDMENTS TO THE COLLATERAL DESCRIPTIONS
CONTAINED IN FILED FINANCING STATEMENTS, OR SUCH OTHER EVIDENCE OF FILING AS MAY
BE ACCEPTABLE TO THE ADMINISTRATIVE AGENT, NAMING EACH PARTY TO THE PLEDGE
AGREEMENT AND THE TERNER PLEDGE AGREEMENT AS THE DEBTOR, AND THE ADMINISTRATIVE
AGENT ON BEHALF OF THE SECURED PARTIES, AS THE SECURED PARTY, OR OTHER SIMILAR
INSTRUMENTS OR DOCUMENTS, FILED UNDER THE UNIFORM COMMERCIAL CODE OF ALL
JURISDICTIONS AS MAY BE NECESSARY OR, IN THE OPINION OF THE ADMINISTRATIVE
AGENT, DESIRABLE TO PERFECT THE SECURITY INTEREST OF THE ADMINISTRATIVE AGENT
PURSUANT TO THE PLEDGE AGREEMENT AND THE TERNER PLEDGE AGREEMENT;
(C)
UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS NECESSARY TO
RELEASE ALL LIENS AND OTHER RIGHTS OF ANY PERSON SECURING ANY EXISTING LIENS,
TOGETHER WITH SUCH OTHER UNIFORM COMMERCIAL CODE TERMINATION STATEMENTS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST; AND
(D)
CERTIFIED COPIES OF UNIFORM COMMERCIAL CODE REQUESTS FOR
INFORMATION OR COPIES (FORM UCC-3), OR A SIMILAR SEARCH REPORT CERTIFIED BY A
PARTY SELECTED BY AND ACCEPTABLE TO THE ADMINISTRATIVE AGENT, DATED A DATE
REASONABLY NEAR TO THE CLOSING DATE, LISTING ALL EFFECTIVE FINANCING STATEMENTS
WHICH NAME ANY OF THE LOAN PARTIES (UNDER THEIR PRESENT NAMES AND ANY PREVIOUS
NAMES) AS THE DEBTOR AND WHICH ARE FILED IN THE JURISDICTIONS IN WHICH FILINGS
WERE MADE PURSUANT TO CLAUSE (B) ABOVE, TOGETHER WITH COPIES OF SUCH FINANCING
STATEMENTS (NONE OF WHICH (OTHER THAN THOSE DESCRIBED IN CLAUSE (B), IF SUCH
FORM UCC-3 OR SEARCH REPORT, AS THE CASE MAY BE, IS CURRENT ENOUGH TO LIST SUCH
FINANCING STATEMENTS DESCRIBED IN CLAUSE (B)) SHALL COVER ANY COLLATERAL
DESCRIBED IN THE PLEDGE AGREEMENT AND THE TERNER PLEDGE AGREEMENT;
(V)
THE COLLATERAL ASSIGNMENT OF PROMED DOCUMENTS, DULY EXECUTED BY
EACH LOAN PARTY, TOGETHER WITH EVIDENCE THAT ALL ACTION THAT THE ADMINISTRATIVE
AGENT
56
MAY DEEM NECESSARY OR DESIRABLE IN ORDER TO PERFECT THE LIENS CREATED THEREUNDER
HAS BEEN TAKEN
(VI)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES, CERTIFIED COPIES OF ARTICLES OF INCORPORATION OR ORGANIZATION,
BYLAWS AND OTHER ORGANIZATIONAL DOCUMENTS OF EACH OF THE LOAN PARTIES AND/OR
OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH LOAN PARTY AS THE
ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING THE IDENTITY, AUTHORITY AND CAPACITY
OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A RESPONSIBLE OFFICER
IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH SUCH
LOAN PARTY IS A PARTY OR IS TO BE A PARTY;
(VII)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH LOAN PARTY IS DULY ORGANIZED OR FORMED,
AND THAT EACH BORROWER AND OTHER LOAN PARTY IS VALIDLY EXISTING, IN GOOD
STANDING AND QUALIFIED