This Agreement is binding upon, and inures to
the benefit of, the parties hereto and their respective successors and permitted
assigns. Unless otherwise provided, all covenants, agreements, indemnities,
representations and warranties made in any of the Loan Documents survive and
continue in effect until Payment in Full of the Obligations.
(g)
Amendments. This Agreement may be amended, modified, supplemented or be
the subject of a waiver only by a writing executed by Agent and Pledgors.
(h)
WAIVER OF RIGHT TO TRIAL BY JURY. PLEDGORS HEREBY VOLUNTARILY, KNOWINGLY,
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN
AGENT (OR ANY SECURED PARTY), AND PLEDGORS (OR ANY PLEDGOR) ARISING OUT OF OR IN
ANY WAY RELATED TO THIS AGREEMENT OR ANY LOAN DOCUMENT OR ANY RELATIONSHIP
BETWEEN AGENT, ANY SECURED PARTY, ANY BORROWER OR ANY PLEDGOR. THIS PROVISION IS
A MATERIAL INDUCEMENT TO SECURED PARTIES TO PROVIDE THE FINANCING DESCRIBED IN
THIS AGREEMENT.
(i)
ENTIRETY. IT IS THE AGREEMENT AND INTENT OF THE PARTIES HERETO THAT (I)
THIS AGREEMENT IS AN AMENDMENT AND RESTATEMENT OF EACH OF THE PRIOR EQUITY
PLEDGE AGREEMENTS AND NEITHER THIS AGREEMENT NOR ANY OF THE OTHER DOCUMENTS
WHOSE EXECUTION IS CONTEMPLATED HEREBY SHALL CONSTITUTE A NOVATION OR IN ANY WAY
IMPAIR THE FIRST PRIORITY OF THE LIEN AND SECURITY INTEREST OF THE PRIOR EQUITY
PLEDGE AGREEMENTS AND OTHER EXISTING SECURITY DOCUMENTS, AND (II) THAT ANY AND
ALL SUMS ADVANCED IN CONNECTION WITH THE LOAN DOCUMENTS SHALL BE SECURED BY THIS
AGREEMENT AND THE OTHER SECURITY DOCUMENTS WITH THE SAME PRIORITY AS THE SUMS
ORIGINALLY ADVANCED UNDER THE ORIGINAL LOANS AND ORIGINAL LOAN DOCUMENTS, AND
ALL EXISTING SECURITY INTERESTS OF AGENT RESPECTING ALL COLLATERAL CONTINUE IN
FULL FORCE AND EFFECT. EACH DEBTOR ACKNOWLEDGES AND AGREES THAT THE LIENS AND
SECURITY INTERESTS CREATED AND GRANTED BY ANY DEBTOR UNDER THE PRIOR EQUITY
PLEDGE AGREEMENTS SHALL CONTINUE TO EXIST AND REMAIN VALID AND SUBSISTING AND
SHALL NOT BE IMPAIRED OR RELEASED HEREBY AND SHALL BE GOVERNED BY THIS
AGREEMENT.
(j)
THIS AGREEMENT, THE LOAN AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Signatures appear on the following pages.]
-130-
IN WITNESS WHEREOF, the parties have executed and delivered this Fourth Amended
and Restated Equity Pledge Agreement as of the date first written above.
AGENT:
JPMORGAN CHASE BANK, N.A.
By:
/s/Edyn Hengst
Name:
Edyn Hengst
Title:
Authorized Officer
Address:
450 S. Orange Ave. Ste. 1000
Orlando, FL 32801-3336
Attention: Edyn Hengst
Fax No.: 407-218-5182
PLEDGORS:
Baldwin Risk Partners, LLC
By:
/s/ Kristopher A. Wiebeck
A. Wiebeck
Representative
SCHEDULE 1
Pledged Interests
Pledgor
Pledged Issuers
Pledged Interests
Baldwin Risk Partners, LLC
BRP Medicare Insurance Holdings, LLC
100% of membership interests
Baldwin Risk Partners, LLC
Baldwin Krystyn Sherman Partners, LLC
100% of membership interests
Baldwin Risk