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6 <br />hereto pursuant to which the Company will confirm that it has registered the pledge <br />effected by this Agreement on its books and agrees to comply with the instructions of <br />Lender in respect of the Pledged Interests, without further consent of Pledgor or any other <br />person. Pledgor further agrees to cause the Company to deliver to Lender an <br />acknowledgement and consent to this Agreement in the form of Exhibit A hereto. <br /> <br /> 6. Cash Dividends; Voting Rights. Unless an Event of Default shall have <br />occurred, Pledgor shall be permitted to exercise all voting and other rights with respect to <br />the Pledged Interests, provided that no vote shall be cast or right exercised or other action <br />taken which would impair the Collateral or which would be inconsistent with or result in <br />any breach or violation of any provision of any of the Loan Documents. <br /> <br /> 7. Rights of Lender. <br /> <br /> (a) If an Event of Default shall occur and continue, Lender shall have <br />the right to receive any and all income, cash dividends, distributions, proceeds or other <br />property received or paid in respect of the Pledged Interests and make application thereof <br />to the Obligations, in such order as Lender, in its sole discretion, may elect, in accordance <br />with the Loan Documents. If an Event of Default shall occur and continue, then all such <br />Pledged Interests at Lender's option, shall be registered in the name of Lender or its <br />nominee (if not already so registered), and Lender or its nominee may thereafter exercise <br />(i) all voting, and other rights pertaining to the Pledged Interests, and (ii) any and all <br />rights, privileges or options pertaining to such Pledged Interests as if it were the absolute <br />owner thereof (including, without limitation, the right to exchange at its discretion any <br />and all of the Pledged Interests upon the merger, consolidation, reorganization, <br />recapitalization or other fundamental change in the organizational structure of the <br />Company or upon the exercise by Pledgor or Lender of any right, privilege or option <br />pertaining to such Pledged Interests, and in connection therewith, the right to deposit and <br />deliver any and all of the Pledged Interests with any committee, depositary, transfer <br />agent, registrar or other designated agency upon such terms and conditions as it may <br />determine), all without liability except to account for property actually received by it, but <br />Lender shall have no duty to exercise any such right, privilege or option and shall not be <br />responsible for any failure to do so or delay in so doing. <br /> <br /> (b) The rights of Lender under this Agreement shall not be conditioned or <br />contingent upon the pursuit by Lender of any right or remedy against Pledgor or against <br />any other person which may be or become liable in respect of all or any part of the <br />Obligations or against any other security therefor, guarantee thereof or right of offset with <br />respect thereto. Lender shall not be liable for any failure to demand, collect or realize <br />upon all or any part of the Collateral or for any delay in doing so, nor shall it be under <br />any obligation to sell or otherwise dispose of any Collateral upon the request of Pledgor <br />or any other person or to take any other action whatsoever with regard to the Collateral or <br />any part thereof. <br /> <br /> (c) Upon the indefeasible satisfaction in full of the Obligations and the <br />indefeasible payment of all amounts owed on the Note (exclusive of indemnifications or <br />70