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SECTION 4. COVENANTS <br />The Pledgor covenants and agrees with the Credit Parties that, from and after the date of this <br />Agreement until the Payment in Full: <br />4.1 Covenants in Credit Agreement. The Pledgor shall take, or shall refrain from taking, as the <br />case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default <br />or Event of Default is caused by the failure to take such action or to refrain from taking such action by the <br />Pledgor. <br />4.2 Delivery and Control of Pledged Stock. If any of the Collateral becomes evidenced or <br />represented by any Certificated Security, such Certificated Security shall be promptly delivered to the <br />Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as <br />Collateral pursuant to this Agreement. If any of the Collateral becomes evidenced or represented by an <br />Uncertificated Security, the Pledgor shall promptly cause the Issuer either (a) to register the <br />Administrative Agent as the registered owner of such Uncertificated Security, upon original issue or <br />registration of transfer, or (b) to agree in writing with the Pledgor and the Administrative Agent that the <br />Issuer will, upon an Event of Default, comply with instructions with respect to such Uncertificated <br />Security originated by the Administrative Agent without further consent of the Pledgor, such agreement <br />to be in substantially the form of Exhibit A or in form and substance reasonably satisfactory to the <br />Administrative Agent. <br />4.3 Maintenance of Perfected Security Interest. The Pledgor shall maintain the security <br />interest created by this Agreement as a perfected security interest having at least the priority described in <br />Section 3.3 and shall take all reasonable actions to defend such security interest against the claims and <br />demands of all Persons whomsoever (subject to Liens permitted to exist on the Collateral under Section <br />3.3). <br />4.4 Pledged Stock. (a) If the Pledgor shall become entitled to receive or shall receive any stock <br />or other ownership certificate (including, without limitation, any certificate representing a stock dividend <br />or a distribution in connection with any reclassification, increase or reduction of capital or any certificate <br />issued in connection with any reorganization), or option or rights in respect of the Pledged Stock of the <br />Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or <br />other ownership interests in the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept <br />the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the <br />same forthwith to the Administrative Agent in the exact form received, duly endorsed by the Pledgor to <br />the Administrative Agent, if required, together with an undated stock power covering such certificate duly <br />executed in blank by the Pledgor to be held by the Administrative Agent, subject to the terms hereof, as <br />additional collateral security for the Secured Obligations. If an Event of Default shall have occurred and <br />be continuing and any sums of money or property so paid or distributed in respect of the Pledged Stock <br />shall be received by the Pledgor, the Pledgor shall, <br />6 <br />NY\5929604.13 <br />