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until such money or property is paid or delivered to the Administrative Agent, hold such money or <br />property in trust for the Secured Parties, segregated from other funds of the Pledgor, as additional <br />collateral security for the Secured Obligations. Without the prior written consent of the Administrative <br />Agent, the Pledgor will not enter into any material agreement or undertaking restricting the right or ability <br />of the Pledgor or, in connection with an exercise of remedies hereunder, the Administrative Agent to sell, <br />assign or transfer any of the Pledged Stock or Proceeds thereof or any interest therein (other than any <br />intercreditor agreement which the Pledgor is required to execute, including any Junior Lien Intercreditor <br />Agreement or Pari -Passu Intercreditor Agreement or security agreement contemplated thereby or any debt <br />document in respect of Indebtedness permitted to be incurred under the Credit Agreement which such <br />document permits the Lien of the Administrative Agent on the Pledged Stock). <br />4.5 Voting and Other Rights with Respect to Pledged Stock. Unless an Event of Default <br />shall have occurred and be continuing and the Pledgor shall have received notice from the <br />Administrative Agent, the Pledgor shall be permitted to receive all dividends and distributions paid <br />in respect of the Pledged Stock, to the extent permitted by the Credit Agreement, and to exercise all <br />voting and corporate rights with respect to the Pledged Stock. If an Event of Default shall occur <br />and be continuing and the Pledgor shall have received notice from the Administrative Agent: (i) all <br />rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights <br />with respect to Pledged Stock which it would otherwise be entitled to exercise shall cease and all <br />such rights shall thereupon become vested in the Administrative Agent who shall thereupon have <br />the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting <br />and other consensual rights, (ii) the Administrative Agent shall have the right to transfer all or any <br />portion of the Pledged Stock to its name or the name of its nominee or agent, (iii) the <br />Administrative Agent shall have the right at any time, without notice to the Pledgor, to exchange <br />any certificates or instruments representing any Pledged Stock for certificates or instruments of <br />smaller or larger denominations and (iv) in order to permit the Administrative Agent to exercise <br />the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to <br />receive all dividends and other distributions which it may be entitled to receive hereunder, the <br />Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the <br />Administrative Agent all proxies, dividend payment orders and other instruments as the <br />Administrative Agent may from time to time reasonably request and the Pledgor acknowledges <br />that the Administrative Agent may utilize the power of attorney set forth herein. The Pledgor <br />hereby authorizes and instructs the Issuer to (i) comply with any instruction received by it from the <br />Administrative Agent in writing that (x) states that an Event of Default has occurred and is <br />continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other <br />or further instructions from the Pledgor, and the Pledgor agrees that the Issuer shall be fully <br />protected in so complying, and (ii) if an Event of Default shall have occurred and be continuing and <br />the Issuer shall have received notice from the Administrative Agent, pay any dividends or other <br />payments with respect to the Pledged Stock directly to the Administrative Agent. <br />NY\5929604.13 <br />