Common use of Consents, etc Clause in Contracts

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Pledgor), is required for (A) the grant by such Pledgor of the security interest in the Pledged Collateral granted hereby or for the execution and delivery of performance under this Agreement by such Pledgor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b)) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this AgreementAgreement other than those for which consents have already been obtained. Except for (i) the filing or recording of UCC financing statements, (ii) obtaining possession “control” (as defined in Section 8-106 or control 9-104 of the UCC, as applicable) to perfect the Liens created by this Agreement (to the extent required under Section 4(a4(b) and (bhereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (viv) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Pledgor), is required for (A) the grant by such Pledgor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such Pledgor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a4(b) and (b)hereof) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Organizational Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (vvi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and (vii) solely with respect to clause (C) below, the consents, authorizations, filings or other actions which are listed on Schedule 3(j) hereto, no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Collateral Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Organizational Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)that cannot be perfected by filing, (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (vvi) consents, authorizations, filings or other actions which have been obtained or mademade and (vii) the taking of the actions contemplated by Section 4(f) with respect to Commercial Tort Claims, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, or (B) the perfection of such security interest (to the extent such security interest can in Collateral which may be perfected by the filing of a financing statement under the UCC, UCC or a filing with the taking of possession or the granting of control (to the extent required under Section 4(a) and (b)) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this AgreementUnited States Copyright Office.

Consents, etc. There are no restrictions in any Organization Organizational Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (vvi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and (vii) solely with respect to clause (C) below, the consents, authorizations, filings or other actions which are listed on Schedule 3(j) hereto, no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Collateral Agent or any the holders of the Pari Passu Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (iA) the filing or recording of UCC financing statements, (iiB) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (C) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereunder), (iiiD) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivE) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (vF) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A1) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B2) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(ahereunder) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C3) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document of any Material Subsidiary, and to each Obligor’s knowledge there are no restrictions in any Organization Document of any Subsidiary that is not a Material Subsidiary, governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (vvi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person Person, subject to payment of any applicable filing fees (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document organizational document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien security interest pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien security interest or (iii) the exercise of remedies in respect of such perfected Lien security interest in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office, the United States Copyright Office, other applicable federal registries and local registries regarding assignments of rents and fixture filings, (iii) obtaining possession or control to perfect the Liens security interests created by this Agreement (to the extent required under Section 4(a) and (b4 hereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws laws affecting the pledge offering and sale of the Pledged Equity of Foreign Subsidiaries securities, and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority governmental authority and no consent of any other Person person (including, without limitation, any stockholder, member or creditor of such PledgorDebtor), is required for (A) the grant by such Pledgor Debtor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such Pledgor▇▇▇▇▇▇, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under by Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office, the United States Copyright Office or other applicable registry) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties Party of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged EquityNo approval, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statementsconsent, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)exemption, (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings authorization or other actions which have been obtained action by, notice to, or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of or any other Person (including, without limitation, any stockholder, member or creditor of such PledgorGrantor), is necessary or required for (Ai) the grant by such Pledgor Grantor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorGrantor, (Bii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a4(c) and (b)hereof) or by filing an appropriate notice with the USPTO or the United States Copyright Office) or (Ciii) to the knowledge of such Pledgor, the exercise by the Administrative Collateral Agent or any of the other Secured Parties of the rights and remedies provided for in this AgreementAgreement (including, without limitation, as against any Issuer), except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(c) hereof), (D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries, (F) consents, authorizations, filings or other actions which have been obtained or made, (G) as may be required with respect to Vehicles registered under a certificate of title, and (H) in the case of clause (iii) above, to the extent that the failure of any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person to have been duly obtained, taken, given, or made or to be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Consents, etc. There are no restrictions in any Organization Document certificate of incorporation (including any provisions or resolutions relating to Equity Interests), by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents or agreement among shareholders, owners, or other Persons governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens in the Collateral created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by foreign applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (vvi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority Official Body and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge offering and sale of the Pledged Equity of Foreign Subsidiaries securities, and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (vvi) consents, authorizations, filings or other actions which have been obtained or mademade and (vii) consents with respect to contracts which are either (x) not material to the business of the Obligors or (y) replaceable in the ordinary course of business, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) except as set forth in the FILOT Lease with respect to the knowledge of such Pledgorassets subject thereto, the exercise by the Administrative Agent or any of the Secured Parties Lenders of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries Subsidiaries, (vi) such actions as may be required under applicable provisions of the UCC, including, without limitation, 9-408 of the UCC and (vvii) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document organizational document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (iv) the filing or recording of UCC financing statements, (iiw) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (x) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiy) such actions as may be required by applicable Laws laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries securities and (vz) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such Pledgor, Obligor or (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or by the granting of control (to the extent required under Section 4(a) and (b)hereof) or (C) to by filing an appropriate notice with the knowledge of such Pledgor, United States Patent and Trademark Office or the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this AgreementUnited States Copyright Office).

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged EquityNo approval, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statementsconsent, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)exemption, (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings authorization or other actions which have been obtained action by, notice to, or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of or any other Person (including, without limitation, any stockholder, member or creditor of such PledgorGrantor), is necessary or required for (Ai) the grant by such Pledgor Grantor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorGrantor, (Bii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a4(c) and (b)hereof) or by filing an appropriate notice with the USPTO or the United States Copyright Office) or (Ciii) to the knowledge of such Pledgor, the exercise by the Administrative Agent Lender or any of the Secured Parties of the rights and remedies provided for in this AgreementAgreement (including, without limitation, as against any Issuer), except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(c) hereof), (D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries, (F) consents, authorizations, filings or other actions which have been obtained or made, or the failure of which to obtain are not reasonably likely to cause a Material Adverse Effect and (G) as may be required with respect to Vehicles registered under a certificate of title.

Consents, etc. There are no restrictions in No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Organization Document governing any Pledged Equity Governmental Authority or any other document related thereto which would limit Person (including, without limitation, any stockholder, member or restrict creditor of such Grantor), is necessary or required for (i) the grant by such Grantor of a Lien pursuant to the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Agreement on by such Pledged EquityGrantor, (ii) the perfection of such Lien security interest (to the extent such security interest can be perfected by filing under the UCC (other than with respect to Fixtures that require filings or other recordations with the local real estate records), the granting of control (to the extent required under Section 4(c) hereof) or by filing an appropriate notice with the USPTO or the United States Copyright Office) or (iii) the exercise by the Administrative Agent or the Secured Parties of the rights and remedies provided for in respect of such perfected Lien in the Pledged Equity this Agreement (including, without limitation, as contemplated by this Agreement. Except against any Issuer), except for (iA) the filing or recording of UCC financing statementsstatements or other filings under the Assignment of Claims Act, (iiB) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a4(c) and (bhereof), (iiiD) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivE) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (vF) consents, authorizations, filings or other actions which have been obtained or made, no consent made or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Pledgor), is required for (A) that will be obtained contemporaneous with the grant by such Pledgor of the security interest in the Pledged Collateral granted hereby or for the execution and delivery of performance under this Agreement by such Pledgor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b)) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this AgreementClosing Date.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (vvi) consents, authorizations, filings or other actions which have been obtained or mademade and (vii) consents with respect to contracts which are either (x) not material to the business of the Obligors or (y) replaceable in the ordinary course of business, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office or the United States Copyright Office) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Collateral Agent or any of the Secured Parties of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity of a Wholly Owned Restricted Subsidiary or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (iii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiiv) such actions as may be required by applicable Laws affecting the offering and sale of securitiessecurities or the exercise of remedies by secured creditors, (ivv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and that are Wholly Owned Restricted Subsidiaries, (vvi) consents, authorizations, filings or other actions which have been obtained or mademade and (v) the entry of the DIP Orders, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Government Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Pledgor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b)) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged EquityNo approval, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statementsconsent, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)exemption, (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings authorization or other actions which have been obtained action by, notice to, or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of or any other Person (including, without limitation, any stockholder, member or creditor of such Pledgor), Grantor) is necessary or required for (Ai) the grant by such Pledgor Grantor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorGrantor, (Bii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b5.3), or the perfection of security interests or by filing an appropriate notice with the USPTO or the USCRO) or (Ciii) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties Lender of the rights and remedies provided for in this Agreement (including, without limitation, as against any Issuer), except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) the filing of appropriate notices with the USPTO and the USCRO, (C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 5.3), (D) such actions as may be required by laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign laws affecting the pledge of the Pledged Stock of Foreign Subsidiaries, (F) consents, authorizations, filings or other actions which have been obtained or made, (G) such approvals, consents, exemptions, authorizations, other actions, notices, or filings, the failure of which to obtain, make or give would reasonably be expected to result in a Material Adverse Effect, and (H) such other approvals, consents, exemptions, authorizations, other actions, notices, or filings as are permitted to occur after the Closing Date under Section 5.2 of the Credit Agreement.

Consents, etc. There are no restrictions in any Organization Document such Obligor’s organizational documents governing any Pledged Equity owned by such Obligor or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien Lien, or (iii) the exercise of remedies in respect of such perfected Lien in the such Pledged Equity as contemplated by this Agreement. Except for (iA) the filing or recording of UCC financing statements, (iiB) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (C) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)), (iiiD) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivE) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of owned by such Obligor in any Foreign Subsidiaries Subsidiaries, and (vF) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A1) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral of such Obligor granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B2) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b)) or by filing an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office), or (C3) to the knowledge of such Pledgor, the exercise by the Administrative Collateral Agent or any of the Secured Parties of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Organizational Document governing any Pledged Equity of such Obligor, or any other document related thereto which would limit or restrict restrict: (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, ; (ii) the perfection of such Lien Lien; or (iii) the exercise of remedies in respect of such perfected Lien in the on such Pledged Equity Equity, as contemplated by this Agreement. Except for (iA) the filing or recording of UCC financing statements, (iiB) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office, (C) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiD) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivE) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (vF) consents, authorizations, filings or other actions which have been obtained or made, and (G) those consents, authorizations, filings or other actions, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for for: (AI) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such Pledgor, Obligor; (BII) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b)hereof) or by filing an appropriate notice with the United States Patent and Trademark Office or the United States Copyright Office); or (CIII) to the knowledge of such Pledgor, the exercise by the Administrative Collateral Agent or any of the other Secured Parties Party of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document organizational document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien security interest pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien security interest or (iii) the exercise of remedies in respect of such perfected Lien security interest in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) the filing of appropriate notices with the United States Patent and Trademark Office, the United States Copyright Office, other applicable federal registries and local registries regarding assignments of rents and fixture filings, (iii) obtaining possession or control to perfect the Liens security interests created by this Agreement (to the extent required under Section 4(a) and (b4 hereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws laws affecting the pledge offering and sale of the Pledged Equity of Foreign Subsidiaries securities, and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority governmental authority and no consent of any other Person person (including, without limitation, any stockholder, member or creditor of such PledgorDebtor), is required for (A) the grant by such Pledgor Debtor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such Pledgor▇▇▇▇▇▇, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under by Section 4(a) hereof) or by filing an appropriate notice with the United States Patent and (b)Trademark Office, the United States Copyright Office or other applicable registry) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties party of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Organization Document governing any Pledged Equity Government Account Debtor or any other document related thereto which would limit or restrict (i) the grant of Person that is not a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person Grantor (including, without limitation, any stockholder, member or creditor of such PledgorGrantor), is necessary or required for (Ai) the grant by such Pledgor Grantor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorGrantor, (Bii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control Control or delivery of possession of any Collateral (to the extent required under Section 4(a4(c) and (b)hereof) or (Ciii) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this AgreementAgreement (including, without limitation, as against any Issuer), except for (A) the filing of UCC financing statements, (B) with respect to Accounts arising under Government Contracts, notifications and acknowledgments under the Assignment of Claims Act and under any similar state, local or municipal Laws, (C) the actions and consents required for the Administrative Agent to obtain Control of Certificated Securities described in Section 4(c)(ii), of Electronic Chattel Paper described in Section 4(c)(iii) and of Letter-of-Credit Rights described in Section 4(c)(iv), (D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries, and (F) consents, authorizations, filings or other actions which have been obtained or made.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged EquityNo approval, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statementsconsent, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)exemption, (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings authorization or other actions which have been obtained action by, notice to, or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of or any other Person (including, without limitation, any stockholder, member or creditor of such PledgorGrantor), is necessary or required for (Ai) the grant by such Pledgor Grantor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorGrantor, (Bii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession or the granting of control (to the extent required under Section 4(a) and (b4(c)) or by filing an appropriate notice with the USPTO or the United States Copyright Office) or (Ciii) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of the rights and remedies provided for in this Agreement, except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(c)), (D) such actions as may be required by Laws affecting the offering and sale of securities, and (E) approvals, consents, exemptions, authorizations, filings or other actions which have been obtained, and notices that have been given, or approvals, consents, exemptions, authorizations, filings, notices or other actions for which the failure so to obtain or give could not reasonably be expected to have a Material Adverse Effect.

Consents, etc. There are no restrictions in any Organization Document organizational document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) subject to (A) compliance with the Scheduled Consents and (B) customary restrictions and/or conditions in the organizational documents governing any Pledged Equity, including, without limitation, notice of transfer of ownership of such Pledged Equity, acknowledgment of the terms of the applicable organizational documents governing such Pledged Equity, and execution of the applicable organizational documents governing such Pledged Equity (“Transfer Restrictions”), the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) obtaining possession or control Control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securitiesLaws, (iv) such actions as may be required pursuant to the Scheduled Consents, (v) such actions required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries Transfer Restrictions and (vvi) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession UCC or the granting of control (to the extent required under Section 4(a) and (b)Control) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this AgreementAgreement in accordance with applicable Laws.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity Equity, or any other document related thereto thereto, which would limit or restrict restrict: (i) the grant granting of a Lien pursuant to this Agreement on such Pledged Equity, ; (ii) the perfection of such Lien Lien; or (iii) the exercise of remedies in respect of such perfected Lien in the on such Pledged Equity Equity, as contemplated by this Agreement. Except for (iI) the filing or recording of UCC financing statements, (iiII) the filing of appropriate notices with the United States Patent and Trademark Office and/or the United States Copyright Office, (III) obtaining possession or control of Collateral to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iiiIV) such actions as may be required by applicable Laws affecting the offering and sale of securities, (ivV) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries Subsidiaries, and (vVI) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority Authority, and no consent of any other Person (including, without limitation, any stockholder, member member, or creditor of such PledgorObligor, as applicable), is required for which has not been obtained for: (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby hereby, or for the execution and delivery of of, and performance under under, this Agreement by such Pledgor, Obligor; (B) the perfection of such security interest (to the extent that such security interest can be perfected by filing under the UCC, the taking of possession or by the granting of control of Collateral (to the extent required under Section 4(a) hereof), or by filing an appropriate notice with the United States Patent and (bTrademark Office and/or the United States Copyright Office)) ; or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent Agent, or any the holders of the Secured Parties Obligations, of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged EquityNo approval, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statementsconsent, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (b)exemption, (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) consents, authorizations, filings authorization or other actions which have been obtained action by, notice to, or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of or any other Person (including, without limitation, any stockholder, member or creditor of such PledgorGrantor), is necessary or required for (Ai) the grant by such Pledgor Grantor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorGrantor, (Bii) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC), the taking of possession or the granting of control (to the extent required under Section 4(a) and (b4(c)) or by filing an appropriate notice with the USPTO or the United States Copyright Office) or (Ciii) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any of the Secured Parties of (x) the rights and remedies provided for in this AgreementAgreement (including, without limitation, as against any Issuer) and (y) the transfer of or the exercise of all voting or other rights, in each case, with respect to any Pledged Equity, except for (A) the filing or recording of UCC financing statements or other filings under the Assignment of Claims Act, (B) the filing of appropriate notices with the USPTO and the United States Copyright Office, (C) obtaining control to perfect the Liens created by this Agreement (to the extent required under Section 4(c)), (D) such actions as may be required by Laws affecting the offering and sale of securities, (E) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries, (F) consents, authorizations, filings or other actions which have been obtained or made, (G) as may be required with respect to Vehicles registered under a certificate of title, and (H) any Excluded Perfection Actions.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this Agreement. Except for (i) the filing or recording of UCC financing statements, (ii) obtaining possession or control to perfect the Liens created by this Agreement (to the extent required under Section 4(a) and (bhereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and Subsidiaries, (v) consents, authorizations, filings or other actions which have been obtained or made, (vi) notices and filings which customarily are required in connection with the exercise of remedies in respect of the Collateral and (vii) those approvals, consents, exemptions, authorizations, actions, notices or filings the failure of which to obtain, take, give or make could not reasonably be expected to have a Material Adverse Effect, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such PledgorObligor), is required for (A) the grant by such Pledgor Obligor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such PledgorObligor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession UCC or the granting of control (to the extent required under Section 4(a) and (bhereof)) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.

Consents, etc. There are no restrictions in any Organization Document governing any Pledged Equity or any other document related thereto which would limit or restrict (i) the grant of a Lien pursuant to this Agreement on such Pledged Equity, (ii) the perfection of such Lien or (iii) the exercise of remedies in respect of such perfected Lien in the Pledged Equity as contemplated by this AgreementAgreement other than those for which consents have already been obtained. Except for (i) the filing or recording of UCC financing statements, (ii) obtaining possession “control” (as defined in Section 8-106 or control 9-104 of the UCC, as applicable) to perfect the Liens created by this Agreement (to the extent required under Section 4(a4(b) and (bhereof), (iii) such actions as may be required by applicable Laws affecting the offering and sale of securities, (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (viv) consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Pledgor), is required for (A) the grant by such Pledgor of the security interest in the Pledged Collateral granted hereby or for the execution and execution, delivery or performance of performance under this Agreement by such Pledgor, (B) the perfection of such security interest (to the extent such security interest can be perfected by filing under the UCC, the taking of possession UCC or the granting of control (to the extent required under Section 4(a4(b) and (bhereof)) or (C) to the knowledge of such Pledgor, the exercise by the Administrative Agent or any the holders of the Secured Parties Obligations of the rights and remedies provided for in this Agreement.