No consent, authorization, approval, or other action by, and no notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required either (i) for the pledge by the Guarantor of the Collateral pledged by it pursuant to this Agreement or for the due execution, delivery or performance of this Agreement by the Guarantor, or (ii) for the exercise by the Administrative Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of the Collateral, except as may be required in connection with the disposition of any portion of the Collateral by laws affecting the offering and sale of securities generally.