Common use of Administration of the Pledged Collateral Clause in Contracts

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in respect of the Pledged Collateral; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovest; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest or be inconsistent with or violate any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured Party. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).

Administration of the Pledged Collateral. (a) Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred and be continuingexist: (i) each Pledgor shall be entitled to receive and retain for its own account any interest, cash dividend on or other cash or asset distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Loan Documents; and (ii) each Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest the Pledged Subsidiaries to the same extent as such Pledgor would if the Pledged Collateral were not pledged to Secured Party the Administrative Agent pursuant to this Pledge Agreement; provided, however, that Secured Party shall receive, and no Pledgor shall not be entitled to receive, receive (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest the Pledged Subsidiaries or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovestthe Pledged Subsidiaries except, in each case, to the extent otherwise permitted under the Credit Agreement; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party the Administrative Agent in respect of the Pledged Collateral or which would adversely alter the such Pledgor’s voting rights with respect to the stock of Biovest or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries or be inconsistent with or violate any provision of this Agreement Pledge Agreement, the Credit Agreement, any Guaranty or any other Documents or Loan Document. If applicable, a Pledgor shall be deemed the Accentia Plan or which would permit or direct beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to breach its agreements with Secured Partyfile all reports required to be filed by beneficial owners of securities thereunder. Secured Party The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise, exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain, retain pursuant to this subsection (a).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuingoccurred: (i) Pledgor shall be entitled to receive and retain for its his own account any cash dividend in amounts consistent with past practices in respect of the Pledged Collateral; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest the Secured Party to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; providedPROVIDED, howeverHOWEVER, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest the Secured Party or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovestthe Secured Party; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest or be inconsistent with or violate any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured Party. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).would

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in amounts consistent with past practices in respect of the Pledged Collateral, to the extent consistent with the Amended TA; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest the Company to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest the Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovestthe Company; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest the Company or be inconsistent with or violate any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor the Borrower to breach its agreements with Secured Party. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuingoccurred: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in amounts consistent with past practices in respect of the Pledged Collateral, to the extent consistent with the Credit Agreement; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest the Companies to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest any Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovestany Company; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest any Company or be inconsistent with or violate violet any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured PartyCredit Agreement. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be is continuing: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in amounts consistent with past practices in respect of the Pledged Collateral, to the extent consistent with the Note; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest the Secured Party to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (Aa) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (Bb) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest the Secured Party or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovestthe Secured Party; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest the Secured Party or be inconsistent with or violate any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured PartyDocuments. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a). Information in this exhibit marked [CONFIDENTIAL TREATMENT REQUESTED] has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions.

Administration of the Pledged Collateral. (a) Unless an Event of Default (as defined in the Notes) shall have occurred and be continuing: , (i) Pledgor shall be entitled to receive and retain for its own account any all cash dividend in dividends, distributions and other payments with respect of to the Pledged Collateral; provided, however that such cash dividends, distributions and other payments shall be used by Pledgor to make payments under the Notes in accordance with the terms thereof, and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest FGS to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party the Lenders pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovest; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the security position or security interest of Secured Party the Lenders as a secured party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest FGS in a manner adverse to any Lender as a secured party or be inconsistent with or violate any provision of this Agreement Agreement. For greater certainty and for the avoidance of doubt, it shall not be a breach or any other Documents violation of this Section 5(a) if such vote, waiver, ratification, action or proxy has the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured Partyeffect of decreasing the financial value of the Pledged Collateral. Secured Party The Lenders shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuingoccurred: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in respect of the Pledged CollateralCollateral that is not Additional Capital, to the extent consistent with the Partners’ Exchange Agreement; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest the Company to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest the Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovestthe Company; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest the Company or be inconsistent with or violate any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured PartyDocuments. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in respect of the Pledged Collateral; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of Biovest to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided, however, that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of Biovest or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving Biovest; and provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of Biovest or be inconsistent with or violate any provision of this Agreement or any other Documents or the Accentia Plan or which would permit or direct Pledgor to breach its agreements with Secured Party. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to receive distributions which it is authorized to receive and retain, pursuant to this subsection (a).