Common use of No Conflicts, Consents, etc Clause in Contracts

No Conflicts, Consents, etc. No consent of any party (including, without limitation, equity holders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect to the transactions contemplated by the BRP Acquisition Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a Material Adverse Effect, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iii) conflicts with any law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of pursuant to this Agreement except for the Closing Date and after giving effect to the transactions filings contemplated by the BRP Acquisition Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecthereby. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it reasonably necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent to obtain as soon as practicable any reasonably necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates the certificate of incorporation or by-laws of Pledgor or the issuer of the Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a material adverse effect on the value of the Securities Collateral taken as a whole or an adverse effect on the Lien and security interests granted hereunder (a "Material Adverse Effect"), (iii) violates any law, order, rule or regulation applicable to Pledgor of any Governmental Authority having jurisdiction over Pledgor or its property, which conflict would have a Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien created hereby) upon or with respect to any of Securities Collateral now owned or hereafter acquired by Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Securities Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Securities Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, other than such consents as have been obtained and the Steps Memorandum, and any Credit Document, except filing of financing statements with filing offices listed in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectAnnex A hereto. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. No Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation would, individually or in the aggregate, have a Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. Except as set forth in Schedule 4.13 annexed hereto or indicated on Schedule 7 of the Perfection Certificate, no consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such PledgorPledgor and no consent, authorization, approval or license by any Governmental Authority or regulatory body or other Person is required (BA) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (CB) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement following the occurrence and during the continuance of an Event of Default and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property or assets, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property or assets now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under an Account) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.15 annexed hereto, (B) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement. With respect to each consent, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizationsauthorization, approval, licenseslicense or other action described in Schedule 4.15 annexed hereto, such Pledgor shall use its best efforts to cause the counterparty with respect thereto to deliver such consent, authorization, approval or license or otherwise cause such other actionsaction to be taken within 30 days after the date hereof; provided, notices however, that such Pledgor shall in no event be required to pay or filings, the failure of which cause to be paid any remuneration to any such counterparty in order to obtain such consent, authorization, approval or complete could not, individually or in licenses to the aggregate, reasonably extent that it would be expected commercially unreasonable so to have a Material Adverse Effectdo. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a material adverse effect on Coaxial or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iii) conflicts with any law, order, rule or regulation applicable to Pledgor of any governmental authority having jurisdiction over Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Administrative Agent Trustee of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Administrative Agent Trustee of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent Trustee desires to exercise any remedies, voting remedies or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority governmental authority or any other person Person therefor, then, upon the reasonable request of the Administrative AgentTrustee, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a Material Adverse Effect, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder, (iii) conflicts with any law, order, rule or regulation applicable to any Pledgor of any Governmental Authority having jurisdiction over Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of pursuant to this Agreement except for the Closing Date and after giving effect to the transactions filings contemplated by the BRP Acquisition Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecthereby. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it reasonably necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent to obtain as soon as practicable any reasonably necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. No Neither the execution and delivery of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of such Pledgor or any Issuing Entity, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict would have a material adverse effect on the value of the Pledged Collateral or an adverse effect on the Lien on and security interests granted hereunder, (iii) conflicts with any law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. Except for such consents as have been obtained, no consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any Account Debtor) and no consent, authorization, approvalap- proval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such PledgorPledgor (except for the filing of financing statements necessary to perfect Liens), (By) for except as may be provided in the Intercreditor Agreement, the exercise by the Administrative Agent Trustee of the voting or other rights provided for in this Agreement or (Cz) for except as may be provided in the Intercreditor Agreement, the exercise by the Administrative Agent Trustee of the remedies in respect of the Pledged Collateral pledged by such Pledgor as pursuant to this Agreement (provided that any exercise of the Closing Date remedies is subject to applicable bankruptcy and after giving effect to the transactions contemplated by the BRP Acquisition Agreement, the Steps Memorandum, insolvency laws and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure general principles of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectequity). In the event that the Administrative Agent Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative AgentTrustee, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.. 143 -15-

No Conflicts, Consents, etc. Neither the execution and delivery hereof by Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement relating to any Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which Pledgor or Landmark is a party, or by which either of them may be bound or to which any of its properties or assets may be subject, (iii) conflicts with any Requirement of Law applicable to Pledgor or Landmark or their respective property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by Pledgor or Landmark. No consent of any party (including, without limitation, equity holders stockholders or creditors of such PledgorPledgor or Landmark) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Administrative Agent Secured Party of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Agent Secured Party of the remedies in respect of the Pledged Collateral pledged by such Pledgor as pursuant to this Agreement, other than, in the case of (A) only, the filing of the Closing Date and after giving effect to the transactions contemplated by the BRP Acquisition Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectfinancing statements noted on Schedule B hereto. In the event that the Administrative Agent Secured Party desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement upon the occurrence and during the continuance of an Event of Default and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative AgentSecured Party, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent Secured Party to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation or conflict could reasonably be expected to have a Material Adverse Effect, (iii) conflicts with any law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No material consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no material consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandumother than, with respect to clauses (y) and (z) notifications and filings relating to permits and licenses issued by any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectGovernmental Authority. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (iii) conflicts with any law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor except with respect to each of the foregoing which is not reasonably likely to have a Material Adverse Effect, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for except as expressly recognized in Section 3 of this Agreement, the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for except as expressly recognized in Section 3 of this Agreement, the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. No Except as set forth in Schedule 4.9 annexed hereto, no consent of any party (including, without limitation, equity holders includ­ing equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or hereof and after giving effect to the completion of all transactions contemplated by any Credit Document and the Transaction Steps, BRP Acquisition Agreement pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date pursuant to this Agreement and after giving effect to the transactions contemplated by any Credit Document and the BRP Acquisition Agreement, the Steps Memorandum, and any Credit Document, Agreement except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, except for such infringement, violation or conflict which could not be reasonably expected to have a Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under an Account) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.14 annexed hereto, (B) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement. With respect to each consent, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizationsauthorization, approval, licenseslicense or other action described in Schedule 4.14 annexed hereto, such Pledgor shall use its commercially reasonable efforts to cause the counterparty with respect thereto to deliver such consent, authorization, approval or license or otherwise cause such other actionsaction to be taken within 30 days after the date hereof or otherwise in accordance with Section 4.03 of the Credit Agreement; provided, notices however, that such Pledgor shall in no event be required to pay or filings, the failure of which cause to be paid any remuneration to any such counterparty in order to obtain such consent, authorization, approval or complete could not, individually or in licenses to the aggregate, reasonably extent that it would be expected commercially unreasonable so to have a Material Adverse Effectdo. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Issuer nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of any Issuer, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which any Issuer is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any Issuer or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Liens contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by any Issuer. No consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgorany Issuer) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required (A) for the pledge by such Pledgor each Issuer of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgoreach Issuer, except as set forth in Schedule 4.10 attached hereto, (B) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact and powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor each Issuer agrees to use its commercially reasonable best efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and --------------------------- delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.13 annexed hereto, (B) except for the prior approval of the applicable Gaming Authorities with respect to any Securities Collateral, for the exercise by the Administrative Agent Trustee of the voting or other rights provided for in this Agreement or (C) except for the prior approval of the applicable Gaming Authorities with respect to the Securities Collateral, for the exercise by the Administrative Agent Trustee of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative AgentTrustee, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, except for such infringement, violation or conflict which could not be reasonably expected to have a Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under an Account) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, except as set forth in Schedule 4.15 annexed hereto, (B) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement. With respect to each consent, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizationsauthorization, approval, licenseslicense or other action described in Schedule 4.15 annexed hereto, such Pledgor shall use its commercially reasonable efforts to cause the counterparty with respect thereto to deliver such consent, authorization, approval or license or otherwise cause such other actionsaction to be taken within 30 days after the date hereof; provided, notices however, that such Pledgor shall in no event be required to pay or filings, the failure of which cause to be paid any remuneration to any such counterparty in order to obtain such consent, authorization, approval or complete could not, individually or in licenses to the aggregate, reasonably extent that it would be expected commercially unreasonable so to have a Material Adverse Effectdo. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery of this Agreement by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any charter or by-laws or other organizational document of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (iii) conflicts with any law, order, rule or regulation applicable to any such Pledgor of any Governmental Authority having jurisdiction over such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor except with respect to each of the foregoing which is not reasonably likely to have a Material Adverse Effect, or a material adverse effect on the value of the Pledged Collateral or an adverse effect on the security interests hereunder. No consent of any party (including, without limitation, equity holders equityholders or creditors of such PledgorPledgor or any account debtor under a Receivable) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required for (Ax) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof of this Agreement by such Pledgor, (By) for except as expressly recognized in Section 3 hereof, the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or (Cz) for except as expressly recognized in Section 3 hereof, the exercise by the Administrative Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it may be bound or to which any of its properties or assets may be subject, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required (A) for the pledge by such Pledgor of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Administrative Agent Trustee of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Agent Trustee of the remedies in respect of the Pledged Collateral pledged by such Pledgor as pursuant to this Agreement, other than, in the case of (A) only, the filing of the Closing Date and after giving effect to financing statements noted on Schedule B hereto and, in the transactions contemplated by case of the BRP Acquisition Agreementdisposition of any Pledged Securities, the Steps Memorandum, and requirements under the federal securities laws or the blue sky laws of any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectapplicable state. In the event that the Administrative Agent Trustee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement upon the occurrence and during the continuance of an Event of Default and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative AgentTrustee, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Agent Trustee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by each Pledgor nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of such Pledgor or any issuer of Pledged Securities, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which such Pledgor is a party, or by which it is bound or to which any of its properties or assets are subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any such Pledgor or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Lien contemplated hereby or by the Indentures or any of the other Collateral Documents) upon or with respect to any of the property now owned or hereafter acquired by such Pledgor. No consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgor) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person (other than as may be required by applicable Gaming Laws) is required (A) for the pledge granting of Liens to the Collateral Agent by such Pledgor of on the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement which have not been obtained or for the execution, delivery or performance hereof by such Pledgor, (B) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to this Agreement. Subject to the transactions contemplated by the BRP Acquisition Agreementprovisions of Section 11.17 hereof, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor agrees to use its commercially reasonable best efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

No Conflicts, Consents, etc. Neither the execution and delivery hereof by the Company nor the consummation of the transactions herein contemplated nor the fulfillment of the terms hereof (i) violates any Operative Agreement of the Company, (ii) violates the terms of any agreement, indenture, mortgage, deed of trust, equipment lease, instrument or other document to which the Company is a party, or by which it may be bound or to which any of its properties or assets may be subject, which violation would, individually or in the aggregate, have a Collateral Material Adverse Effect, (iii) conflicts with any Requirement of Law applicable to any the Company or its property, which conflict would, individually or in the aggregate, have a Collateral Material Adverse Effect, or (iv) results in or requires the creation or imposition of any Lien (other than the Liens contemplated hereby) upon or with respect to any of the property now owned or hereafter acquired by the Company. No consent of any party (including, without limitation, equity holders equityholders or creditors of such Pledgorthe Company) and no consent, authorization, approval, license or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or other person Person is required (A) for the pledge by such Pledgor the Company of the Pledged Collateral pledged by it as of the date hereof, or before or after the completion of all the Transaction Steps, pursuant to this Agreement or for the execution, delivery or performance hereof by such Pledgorthe Company, except as set forth in Schedule 4.10 attached hereto, (B) for the exercise by the Administrative Collateral Agent of the voting or other rights provided for in this Agreement or (C) for the exercise by the Administrative Collateral Agent of the remedies in respect of the Pledged Collateral pledged by such Pledgor as of the Closing Date and after giving effect pursuant to the transactions contemplated by the BRP Acquisition this Agreement, the Steps Memorandum, and any Credit Document, except in each case, for those consents, authorizations, approval, licenses, other actions, notices or filings, the failure of which to obtain or complete could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the event that the Administrative Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact and powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person Person therefor, then, upon the reasonable request of the Administrative Collateral Agent, such Pledgor the Company agrees to use its commercially reasonable best efforts to assist and aid the Administrative Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.