Common use of Administration of the Pledged Collateral Clause in Contracts

Administration of the Pledged Collateral. (a) Secured Party shall have the right upon the occurrence of an Event of Default, to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, to vote and to give consents, ratifications and waivers with respect to the Pledged Collateral and exercise all rights, privileges or options pertaining to the Pledged Collateral, as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (b) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; and to execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) At any time and from time to time upon and after the occurrence of any Event of Default, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. (d) Except for the accounting for moneys actually received by Secured Party with respect to the Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or for any failure to realize any yields desired by Pledgor. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any assignment, endorsement or other notice, instrument or document, and (iv) do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof. Such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor ratifies, to the extent permitted by Laws, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e).

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). (b) Upon and after the occurrence of, and during the continuance of, any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of this Agreement shall be held in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith paid over or delivered to Secured Party in the same form as so received. (d) At any time and from time to time upon and after the occurrence of any Event of Defaulttime, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. nominees (d) Except for subject to the accounting for moneys actually received by revocable rights specified in subsection (a)). Secured Party with respect shall at all times have the right to the exchange uncertificated Pledged Collateral for certificated Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability and to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any failure to realize any yields desired by Pledgorpurpose consistent with this Agreement. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders of Biovest held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(esubsection (e). (f) Notwithstanding any provision contained in this Agreement, Secured Party shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder and the accounting for moneys actually received by Secured Party hereunder, Secured Party shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral.

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 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). (b) Upon and after the occurrence of, and during the continuance of, any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) At any time Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of this Agreement shall be held in trust for the benefit of Secured Party, be segregated from time the other property or funds of Pledgor, and be forthwith paid over or delivered to time upon and after the occurrence of any Event of Default, Secured Party may cause any of in the Pledged Collateral to be transferred into its name or into the name of its nominee or nomineessame form as so received. (d) Except for the accounting for moneys actually received by Secured Party with respect to the Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or for any failure to realize any yields desired by Pledgor. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders of Biovest held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(esubsection (d). (e) Notwithstanding any provision contained in this Agreement, Secured Party shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder and the accounting for moneys actually received by Secured Party hereunder, Secured Party shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral.

Administration of the Pledged Collateral. (a) Secured Party As long as no Event of Default shall have occurred and be continuing, each Pledgor shall have the right upon the occurrence of an Event of Defaultright, from time to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateraltime, to vote and to give consents, ratifications and waivers consents with respect to the Pledged Collateral pledged by it or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Interim Capital Assistance Agreement and any other Assistance Documents; provided, however, that in any event no vote shall be cast, and no -------- ------- consent shall be given or action taken, which would have the effect of impairing the position or interest of the Corporation with respect to the Pledged Collateral pledged by such Pledgor which would authorize or effect (i) any action prohibited under the terms of any Assistance Document, (ii) any change in the authorized number of shares, the stated capital or the authorized capital of the Assuming Institution or the issuance of any additional shares of stock of the Assuming Institution, or (iii) the alteration of the voting rights with respect to the stock of the Assuming Institution. (b) Upon the occurrence, and during the continuance, of any Event of Default: (i) the Corporation shall have the right following prior written notice to any Pledgor to vote the Pledged Collateral pledged by such Pledgor or to give shareholder consent in respect of the Pledged Collateral pledged by such Pledgor (including without limitation, the right to vote such Pledged Collateral to elect a new board of directors of the Assuming Institution) and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral pledged by such Pledgor as if Secured Party the Corporation were the absolute owner thereofthereof (and each such Pledgor hereby irrevocably appoints the Corporation its proxy and attorney-in-fact with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor); provided that Secured Party and (ii) any or all of the Pledged Collateral held by the Corporation hereunder may, at the option of the Corporation, be registered in the name of the Corporation or its nominee. (c) Notwithstanding any provision contained herein, the Corporation shall have no duty to exercise any of the foregoing rights afforded to it aforesaid rights, privileges or options and shall not be responsible to any Pledgor or any other Person person for any failure to do so or delay in doing so. (b) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; and to execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) At any time and from time to time upon and after the occurrence of any Event of Default, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. (d) Except for the accounting for moneys actually received by Secured Party with respect to the Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or for any failure to realize any yields desired by Pledgor. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any assignment, endorsement or other notice, instrument or document, and (iv) do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof. Such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor ratifies, to the extent permitted by Laws, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred: (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 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 any Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any 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 any Company or be inconsistent with or violet any provision of this Agreement or the Credit 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). (b) Upon and after the occurrence of any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of subsection (a) or (b) shall be held in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith paid over or delivered to Secured Party in the same form as so received. (d) At any time and from time to time upon and after the occurrence of any Event of Defaulttime, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. nominees (d) Except for subject to the accounting for moneys actually received by revocable rights specified in subsection (a)). Secured Party with respect shall at all times have the right to the exchange uncertificated Pledged Collateral for certificated Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability and to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any failure to realize any yields desired by Pledgorpurpose consistent with this Agreement. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 5 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders of any Company held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e)5.

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 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 the Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the 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 the Company or be inconsistent with or violate any provision of this Agreement or any other Documents or which would permit or direct 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). (b) Upon and after the occurrence of, and during the continuance of, any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of subsection (A) or (B) shall be held in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith paid over or delivered to Secured Party in the same form as so received. (d) At any time and from time to time upon and after the occurrence of any Event of Defaulttime, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. nominees (d) Except for subject to the accounting for moneys actually received by revocable rights specified in subsection (a)). Secured Party with respect shall at all times have the right to the exchange uncertificated Pledged Collateral for certificated Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability and to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any failure to realize any yields desired by Pledgorpurpose consistent with this Agreement. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders of the Company held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e)Section. (f) Notwithstanding any provision contained in this Agreement, Secured Party shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder and the accounting for moneys actually received by Secured Party hereunder, Secured Party shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral.

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and 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 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, (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 the Secured Party or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the 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 the Secured Party or be inconsistent with or violate any provision of this Agreement or any other Documents. 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). (b) Upon and after the occurrence of, and during the continuance of, any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of subsection (a) or (b) shall be held in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith paid over or delivered to Secured Party in the same form as so received. (d) At any time and from time to time upon and after the occurrence of any Event of Defaulttime, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. nominees (d) Except for subject to the accounting for moneys actually received by revocable rights specified in subsection (a)). Secured Party with respect shall at all times have the right to the exchange uncertificated Pledged Collateral for certificated Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability and to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any failure to realize any yields desired by Pledgorpurpose consistent with this Agreement. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders of the Secured Party held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e(e). (f) Notwithstanding any provision contained in this Agreement, Secured Party shall have no duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder and the accounting for moneys actually received by Secured Party hereunder, Secured Party shall have no duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral.

Administration of the Pledged Collateral. (a) Secured Party As long as no Event of Default shall have occurred and be continuing, each Pledgor shall have the right upon the occurrence of an Event of Defaultright, from time to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateraltime, to vote and to give consents, ratifications and waivers consents with respect to the Pledged Collateral pledged by it or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Interim Capital Assistance Agreement and any other Assistance Documents; provided, --------- however, that in any event no vote shall be cast, and no consent shall be given ------- or action taken, which would have the effect of impairing the position or interest of the Corporation with respect to the Pledged Collateral pledged by such Pledgor which would authorize or effect (i) any action prohibited under the terms of any Assistance Document, (ii) any change in the authorized number of shares, the stated capital or the authorized capital of the Assuming Institution or the issuance of any additional shares of stock of the Assuming Institution, or (iii) the alteration of the voting rights with respect to the stock of the Assuming Institution. (b) Upon the occurrence and during the continuance of any Event of Default: (i) the Corporation shall have the right following prior written notice to any Pledgor to vote the Pledged Collateral pledged by such Pledgor or to give shareholder consent in respect of the Pledged Collateral pledged by such Pledgor (including without limitation, the right to vote such Pledged Collateral to elect a new board of directors of the Assuming Institution) and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral pledged by such Pledgor as if Secured Party the Corporation were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any thereof (and each such Pledgor hereby irrevocably appoints the Corporation its proxy and attorney-in-fact with full power of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure substitution to do so or delay in doing so. (b) Secured Party shall have the rightand agrees, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Defaultif so requested, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect cause to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating theretobe executed appropriate proxies therefor); and to execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement.and (cii) At any time and from time to time upon and after the occurrence of any Event of Default, Secured Party may cause any or all of the Pledged Collateral to held by the Corporation hereunder may, at the option of the Corporation, be transferred into its name or into registered in the name of the Corporation or its nominee or nomineesnominee. (d) Except for the accounting for moneys actually received by Secured Party with respect to the Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or for any failure to realize any yields desired by Pledgor. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 or otherwise in connection with this Agreement, Pledgor hereby constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any assignment, endorsement or other notice, instrument or document, and (iv) do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof. Such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor ratifies, to the extent permitted by Laws, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred and be continuing: (i) subject to the terms and conditions in Section 2, Pledgor shall be entitled to receive and retain for his 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 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 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 be inconsistent with or violate any provision of this Agreement or any other Documents. 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). (b) Upon and after the occurrence and during the continuance of any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) At any time Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of subsection (a) or (b) shall be held in trust for the benefit of Secured Party, be segregated from time the other property or funds of Pledgor, and be forthwith paid over or delivered to time upon and after the occurrence of any Event of Default, Secured Party may cause any of in the Pledged Collateral to be transferred into its name or into the name of its nominee or nomineessame form as so received. (d) Except for the accounting for moneys actually received by Secured Party with respect shall at all times have the right to the exchange uncertificated Pledged Collateral for certificated Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability and to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any failure to realize any yields desired by Pledgorpurpose consistent with this Agreement. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 5 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any of Secured Party’s officers, employees or agents designated by Secured Party) its his true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as his proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the stockholders of the Company held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full, and is exercisable only during the continuance of an Event of Default. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e)5.

Administration of the Pledged Collateral. (a) Secured Party shall have the right upon the occurrence of Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall exist: (i) each Pledgor shall be entitled to receive and retain for its own account any interest, to execute and deliver to any applicable securities intermediary cash dividend on or other Person any entitlement ordercash or asset distribution, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateralif any, to vote and to give consents, ratifications and waivers with in respect to the Pledged Collateral and exercise all rights, privileges or options pertaining to the Pledged Collateral, as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (b) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any 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 endorse retain the power to control the direction, management and policies of the Pledged Subsidiaries to the same extent as such Pledgor would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Pledge Agreement; provided, however, that no Pledgor shall be entitled to receive (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any checks, drafts, money orders and other instruments relating thereto; and to execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the 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 the Pledged Subsidiaries or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the Pledged Subsidiaries except, in each case, to enforce Secured Partythe 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 which would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral or which would adversely alter such Pledgor’s voting rights with respect to the stock of or other ownership interests in the Pledged Collateral and Subsidiaries or any Pledgor’s rights to accomplish control or otherwise direct the purposes of this Agreement. (c) At any time and from time to time upon and after the occurrence of any Event of Default, Secured Party may cause any affairs of the Pledged Subsidiaries or be inconsistent with or violate any provision of this Pledge Agreement, the Credit Agreement, any Guaranty or any other Loan Document. If applicable, a Pledgor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be transferred into its name filed by beneficial owners of securities thereunder. The Administrative Agent shall execute and deliver (or into the name of its nominee or nominees. (dcause to be executed and delivered) Except for the accounting for moneys actually received by Secured Party with respect to the Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to applicable Pledgor all such proxies and other instruments as the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or may reasonably request for any failure to realize any yields desired by Pledgor. (e) For the purpose of enabling Secured Party such Pledgor to exercise its the voting and other rights under which it is entitled to exercise pursuant to this Section 3 or otherwise in connection with this Agreement, Pledgor hereby constitutes and appoints Secured Party subsection (and any of Secured Party’s officers, employees or agents designated by Secured Partya) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any assignment, endorsement or other notice, instrument or document, and (iv) do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish receive the purposes hereof. Such appointment distributions which it is coupled with an interest authorized to receive and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor ratifies, retain pursuant to the extent permitted by Laws, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(esubsection (a).

Administration of the Pledged Collateral. (a) Unless an Event of Default shall have occurred: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in respect of the Pledged Collateral 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 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 the Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the 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 the Company or be inconsistent with or violate any provision of this Agreement or any other Documents. 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). (b) Upon and after the occurrence of any Event of Default: (i) Secured Party shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Collateral, to be held by Secured Party as part of the Pledged Collateral; (ii) Secured Party shall have the right upon the occurrence of an Event of Default, following prior written notice to execute and deliver to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (biii) Secured Party shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) Distributions and other payments which are received by Pledgor but which it is not entitled to retain as a result of the operation of subsection (a) or (b) shall be held in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith paid over or delivered to Secured Party in the same form as so received. (d) At any time and from time to time upon and after the occurrence of any Event of Defaulttime, Secured Party may cause any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees. nominees (d) Except for subject to the accounting for moneys actually received by revocable rights specified in subsection (a)). Secured Party with respect shall at all times have the right to the exchange uncertificated Pledged Collateral for certificated Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability and to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the exchange certificated Pledged Collateral for certificates of larger or smaller denominations, for any failure to realize any yields desired by Pledgorpurpose consistent with this Agreement. (e) For the purpose of enabling Secured Party to exercise its rights under this Section 3 5 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party (and any each of Secured Party’s officers, employees or agents designated by the Chief Executive Officer of the Secured Party) , the Chief Financial Officer of the Secured Party and the General Counsel of the Secured Party its true and lawful attorney-in-fact, each with full power and authority to, upon and after the occurrence of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) except for any power of attorney in favor of the Company or any of its employees or agents, the Firm or any employee or agent thereof in connection with the Reorganization and the IPO, revokes all previous proxies with regard to the Pledged Collateral and appoints Secured Party as its proxyholder with respect to the Pledged Collateral to attend and vote at any and all meetings of the shareholders of the Company held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor. Such Each such appointment is coupled with an interest and irrevocable so long as the Obligations have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e)5. (f) If no Event of Default has occurred, the Pledged Shares and any Additional Collateral shall be released from the pledge hereunder, and the security interest hereby created in the Pledged Shares and any Additional Collateral shall simultaneously be released as follows: (i) On the first Business Day following the second anniversary of the IPO Date, the number of Pledged Shares (and, as applicable, any Additional Collateral related thereto) equal to the number of shares of Common Stock of Pledgor that are released from the transfer restrictions under Section 1.3(a)(i) of the Partners’ Exchange Agreement shall be released; (ii) On the first Business Day following the third anniversary of the IPO Date, the number of Pledged Shares (and, as applicable, any Additional Collateral related thereto) equal to the number of shares of Common Stock of Pledgor that are released from the transfer restrictions under Section 1.3(a)(ii) of the Partners’ Exchange Agreement shall be released; (iii) On the first Business Day following the fourth anniversary of the IPO Date, all remaining Pledged Collateral shall be released; Notwithstanding the foregoing, no Pledged Collateral shall be released if there are one or more pending disputes between Pledgor and the Company as to the occurrence of an Event of Default or as to the right of the Secured Party to exercise its remedies under this Agreement or the Partners’ Exchange Agreement, including realization against the Pledged Collateral in accordance with Section 8 hereof, and the Pledged Collateral shall not be released and this Agreement shall not terminate until the resolution of all such disputes.

Administration of the Pledged Collateral. (a) Secured Party Unless an Event of Default (as defined in the Notes) shall have occurred and be continuing, (i) Pledgor shall be entitled to retain for its own account all cash dividends, distributions and other payments with respect 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 upon to vote the occurrence Pledged Collateral and to retain the power to control the direction, management and policies of FGS to the same extent as Pledgor would if the Pledged Collateral were not pledged to the Lenders pursuant to this Agreement; provided, 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 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 FGS in a manner adverse to any Lender as a secured party or be inconsistent with or violate any provision of this Agreement. For greater certainty and for the avoidance of doubt, it shall not be a breach or violation of this Section 5(a) if such vote, waiver, ratification, action or proxy has the effect of decreasing the financial value of the Pledged Collateral. 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. (b) Upon and during the continuance of an Event of Default, : (i) the Lenders shall be entitled to execute receive all distributions and deliver payments of any nature with respect to any applicable securities intermediary or other Person any entitlement order, to execute and deliver to any applicable securities intermediary or bank any “Notice of Exclusive Control” (or similar notice) or other instructions directing the disposition of Pledged Collateral, to be held by the Lenders as part of the Pledged Collateral; (ii) the Lenders shall have the right following prior written notice to Pledgor to vote and or consent to give consents, ratifications and waivers take any action with respect to the Pledged Collateral and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral, Collateral as if Secured Party the Lenders were the absolute owner thereof; provided that Secured Party shall have no duty to exercise any of and (iii) the foregoing rights afforded to it and shall not be responsible to Pledgor or any other Person for any failure to do so or delay in doing so. (b) Secured Party Lenders shall have the right, for and in the name, place and stead of Pledgor, upon and after the occurrence of any Event of Default, to execute any endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral, and to endorse any checks, drafts, money orders and other instruments relating thereto; , to sxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Collateral and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Collateral, execute any and all such other documents and instruments, and do any and all such acts and things, as Secured Party the Lenders may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s the Lenders’ rights with respect to the Pledged Collateral and to accomplish the purposes of this Agreement. (c) At any time Distributions and from time other payments which are received by Pledgor but which it is not entitled to time upon and after the occurrence of any Event of Default, Secured Party may cause any retain as a result of the Pledged Collateral operation of subsection (b) shall be held in trust for the benefit of the Lenders, be segregated from the other property or funds of Pledgor, and be forthwith paid over or delivered to be transferred into its name or into the name of its nominee or nomineesLenders in the same form as so received. (d) Except for the accounting for moneys actually received by Secured Party with respect to the Pledged Collateral, neither Secured Party nor Lender shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Pledged Collateral. Pledgor agrees that neither Secured Party nor Lender shall have any responsibility to Pledgor with respect to any losses sustained on any item of, or investment in, the Pledged Collateral or for any failure to realize any yields desired by Pledgor. (e) For the purpose of enabling Secured Party the Lenders to exercise its rights under this Section 3 5 or otherwise in connection with this Agreement, Pledgor hereby (i) constitutes and appoints Secured Party the Lenders (and any of Secured Party’s the Lenders’ officers, employees or agents designated by Secured Partythe Lenders) its true and lawful attorney-in-fact, with full power and authority to, upon and after the occurrence and during the continuance of an Event of Default (i) make any withdrawal or renewal or order any transfer of funds with respect to the Pledged Assets, (ii) collect any Pledged Collateral, (iii) execute any notice, assignment, endorsement or other notice, instrument or document, and (iv) to do any and all other acts and things for and on behalf of Pledgor, which Secured Party the Lenders may deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Collateral, to enforce Secured Party’s the Lenders’ rights with respect to the Pledged Collateral and to accomplish the purposes hereof, and (ii) revokes all previous proxies with regard to the Pledged Collateral and appoints the Lenders as its proxyholder with respect to the Pledged Collateral to, solely during any time that an Event of Default has occurred and is continuing, attend and vote at any and all meetings of the shareholders of FGS held on or after the date of this proxy and prior to the termination hereof, with full power of substitution to do so and agrees, if so requested, to execute or cause to be executed appropriate proxies therefor as requested by the Lenders. Such Each such appointment is coupled with an interest and irrevocable so long as the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) have not been paid and performed in full. Pledgor hereby ratifies, to the extent permitted by Lawslaw, all that Secured Party the Lenders shall lawfully and in good faith do or cause to be done by virtue of and in compliance with this Section 3(e5(d).