Common use of Registration Rights; Private Sales Clause in Contracts

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral pursuant to PARAGRAPH 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateral, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), if the Pledged Stock was issued by a Wholly Owned Subsidiary that is a Domestic Subsidiary, the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For The Pledgor agrees to (x) indemnify, defend and hold harmless the purposes Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Pledgor or the Issuer of such Pledged Stock by the Collateral Agent or Partnership" shall mean each Issuer any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or Partnership which is a direct or indirect wholly-owned Subsidiary placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgor will bear all costs and expenses of the Pledgorcarrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Pledgors will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Each Pledgor acknowledges and agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions jurisdiction which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the opinion of the Administrative Controlling Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended amended, or the applicable laws of any jurisdiction outside of the United States (such Act and such other applicable laws collectively, the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Controlling Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (or applicable regulatory body under the laws of any jurisdiction outside of the United States) applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Administrative Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Equity Interests pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have such Collateralthe Pledged Equity Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable each Issuer or Partnership to thereof (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register such Collateralthe Pledged Equity Interests to be sold, or that portion thereof to be sold, sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Collateral the Pledged Equity Interests, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The If the Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause the applicable each such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the opinion of the Administrative Controlling Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Controlling Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Administrative Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8(b) hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions of the United States and Canada which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateral, the shares of Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Pledgors will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor acknowledges and agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions jurisdiction which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Interests pursuant to PARAGRAPH 9 SECTION 10 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Interests, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership Corporation to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership Corporation to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Interests, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Interests, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Corporation to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a1l (a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged LLC Interests pursuant to PARAGRAPH 9 paragraph hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged LLC Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to (1) execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged LLC Interests, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged LLC Interests, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions of the United States which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Shares pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent Lender it is necessary or reasonably advisable to have such Collateralthe Shares, or that the portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative AgentLender, necessary or reasonably advisable to register such Collateralthe Shares to be sold, or that portion thereof to be sold, sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Collateral the Shares, or that the portion thereof to be sold, ending when all such Shares are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative AgentLender, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the United States Securities and Exchange Commission applicable thereto. The If the Lender shall determine to exercise its right to sell any or all of the Shares pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Lender it is necessary or reasonably advisable to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause the applicable each such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Lender shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock of any Pledgor pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such CollateralPledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the such Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such CollateralPledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral Pledged Stock, or that portion thereof to be sold, sold and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Such Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the relevant Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Such Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall shall, for its benefit and the ratable benefit of the Lenders, determine to exercise its right to sell any or all of the Collateral Pledged Shares pursuant to PARAGRAPH 9 Section 12 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Shares, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best commercially reasonable efforts to cause the applicable Issuer or Partnership Holdings to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Holdings to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Shares, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Shares, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best commercially reasonable efforts to cause the applicable Issuer or Partnership Holdings to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to the Collateral Agent and its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Stock, any or all of the Pledged LLC Interests, any or all of the Pledged ULC Interests or any or all of the Pledged Partnership Interests pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock and/or the Pledged LLC Interests and/or the Pledged ULC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933(Ontario) or other applicable securities laws, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateral, the shares of Pledged Stock and/or the Pledged LLC Interests and/or Pledged ULC Interests and/or the Pledged Partnership Interests or that portion thereof of them to be sold, under the provisions of the Securities ActAct (Ontario) or other applicable securities laws, (ii) to use its best efforts to cause the registration statement and other related or similar documentation relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the requirements, rules and regulations of the Securities Act (Ontario) and Exchange Commission other applicable securities authorities applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgorany financial information required in connection therewith.

Registration Rights; Private Sales. (a) 8.1. If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 7 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "“Securities Act"”), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership issuer of the Pledged Stock to (ia) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts acts, as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iib) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8(b) hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless Collateral Agent and the purposes other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to any Pledgor or the Issuer of such Pledged Stock by the Collateral Agent or Partnership" shall mean each Issuer any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or Partnership which is a direct or indirect wholly-owned Subsidiary placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of the Pledgorcarrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Pledgors will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor acknowledges and agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Purchaser shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofthis Section 8, and if in the opinion of the Administrative Agent Purchaser it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Grantors will use its best efforts to cause the applicable Issuer or Partnership to thereof (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentPurchaser, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its their best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentPurchaser, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts Grantors agree to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Purchaser shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), if the Pledged Stock was issued by a Wholly Owned Subsidiary that is a Domestic Subsidiary, the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the purposes Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to any Pledgor or the Issuer of such Pledged Stock by the Collateral Agent or Partnership" shall mean each Issuer any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or Partnership which is a direct or indirect wholly-owned Subsidiary placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of the Pledgorcarrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Interests pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such the Pledged Collateral, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentLender and the Issuing Lender, necessary or advisable to register such Collateralthe shares of Pledged Interests, or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Interests or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Lender and the Issuing Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Collateral pursuant to PARAGRAPH 9 hereofSection 8 of this Agreement, and if in the opinion of the Administrative Agent determines that it is necessary or advisable desirable to have such the Pledged Collateral, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Borrower will cause any issuer that is an Affiliate of the Borrower, and the Borrower will use its best efforts to cause the applicable Issuer or Partnership any other issuer, to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or advisable to register such the Pledged Collateral, or that portion thereof to be sold, sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Collateral and (B) such time that all of the Pledged Collateral is sold, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion judgment of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Borrower agrees to cause any issuer that is an Affiliate of the Borrower, and the Borrower will use its best efforts to cause the applicable Issuer or Partnership any other issuer, to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section subsection 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Interests pursuant to PARAGRAPH SECTION 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Interests, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership LLC to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership LLC to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Interests, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Interests, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership LLC to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a1l (a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged LLC Interests pursuant to PARAGRAPH 9 paragraph 7(b) hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged LLC Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership Borrower to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Borrower to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged LLC Interests, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged LLC Interests, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Borrower to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions of the United States which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofparagraph 8(b), and if in the opinion sole determination of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus that are permitted by law which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Borrower will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Borrower agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Parent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH Section 9 hereof, and if in the opinion of the Administrative Agent Parent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Partnership will use its reasonable best efforts to cause the applicable Issuer or Partnership Company to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Company to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentParent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentParent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Partnership agrees to use its best efforts to cause the applicable Issuer or Partnership Company to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Parent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a%3) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), if the Pledged Stock was issued by a Wholly Owned Subsidiary that is a Domestic Subsidiary, the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the purposes Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to any Pledgor or the Issuer of such Pledged Stock by the Collateral Agent or Partnership" shall mean each Issuer any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or Partnership which is a direct or indirect wholly-owned Subsidiary placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of the Pledgorcarrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent Secured Party shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to PARAGRAPH 9 hereofSection 8 hereof after the occurrence and during the continuance of an Event of Default, and if in the reasonable opinion of the Administrative Agent Secured Party it is necessary or advisable to have such Collateralthe Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentSecured Party, necessary or advisable to register such Collateral, the shares of Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentSecured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Secured Party shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a1l(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right rights to sell any or all of the Collateral Pledged Securities pursuant to PARAGRAPH 9 hereofthis Section 10, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Securities, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor each Company will use its best efforts to cause the applicable Issuer or Partnership issuer thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership issuer thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Securities, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Securities, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Each Company agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Interests pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Issuer will use its best efforts to cause the applicable Issuer or Partnership to (i1) execute and deliver, and use its best reasonable efforts to cause the directors, managers and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Interests, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Interests, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Issuer agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Interests or the Pledged Stock, as the case may be, pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to (i) execute and deliver, and use its best efforts to cause the directorsmanagers, directors or officers and representatives SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT of the applicable Issuer or Partnership relevant Subsidiaries to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Interests, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Interests or the Pledged Stock, as the case may be, pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the each Pledgor will use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to (i) execute and deliver, and use its best efforts to cause the directorsmanagers, directors or officers and representatives of the applicable Issuer or Partnership relevant Subsidiaries to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Interests, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Pledgee shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to PARAGRAPH 9 hereofSection 8 hereof after the occurrence and during the continuance of an Event of Default, and if in the reasonable opinion of the Administrative Agent Pledgee it is necessary or advisable to have such Collateralthe Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentPledgee, necessary or advisable to register such Collateral, the shares of Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentPledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Pledgee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Interests or the Pledged Stock, as the case may be, pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to (i) execute and deliver, and use its best efforts to cause the directorsmanagers, directors or officers and representatives of the applicable Issuer or Partnership relevant Subsidiaries to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Interests, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right rights to sell any or all of the Collateral Pledged Securities pursuant to PARAGRAPH 9 hereofthis Section 10, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Securities, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor Company will use its best efforts to cause the applicable Issuer or Partnership issuer thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership issuer thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Securities, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Securities, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Trustee shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8(b) hereof, and if in the opinion of the Administrative Agent Trustee it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Company will use its best efforts to cause the applicable Issuer or Partnership to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentTrustee, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentTrustee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor Company agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Trustee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Agent Lender's Permitted Discretion, it is reasonably necessary or advisable to have such Collateral, the Pledged Stock (or that portion thereof to be sold, ) registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will will: (i) use its reasonable best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Pledgor to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentLender's Permitted Discretion, reasonably necessary or advisable to register such Collateral, the Pledged Stock or that portion thereof to be sold, under the provisions of the Securities Act, ; (ii) to use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of at least one year from the date of the first public offering of such Collateral the Pledged Stock or that portion thereof to be sold, ; and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion of the Administrative AgentLender's Permitted Discretion, are reasonably necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to shall comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such the Collateral, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Pledgor will use its best efforts cause each Issuer whose stock or note or membership interest, as the case may be, is to cause the applicable Issuer or Partnership be so registered to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership the Pledgor, as the case may be, to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such the Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such the Collateral or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable each Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such the Collateral, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Pledgor will use its best efforts to cause the applicable each Issuer or Partnership LLC whose stock or note or membership interest, as the case may be, is to be so registered to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership LLC or the Pledgor, as the case may be, to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such the Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such the Collateral or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable each Issuer or Partnership and LLC to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Trustee shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section hereof, and if in the opinion of the Administrative Agent Trustee it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Company will use its best efforts to cause the applicable each Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentTrustee, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentTrustee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Trustee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section subsection 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative ---------------------------------- Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), provided that such registration and sale are otherwise permitted under applicable law, the Pledgor Borrower will use its best efforts to cause the applicable Issuer or Partnership to thereof (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register such Collateralthe Pledged Stock to be sold, or that portion thereof to be sold, sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Stock is sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Borrower agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH Paragraph 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, or until all such Pledged Stock is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iiAct,(ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH Paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will will, to the extent the Issuer is a Subsidiary of the Pledgor, cause and, to the extent the Issuer is not a Subsidiary of the Pledgor, use its best efforts to cause cause, the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Issuer, to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For ; provided, that such Issuer shall not for any such purpose be required (A) to qualify as a dealer in securities, (B) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the purposes requirements of this SECTION 10.(A)Section 9(a) be obligated to be so qualified, "applicable Issuer (C) to consent to general service of process in any such jurisdiction or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor(D) to subject itself to taxation in any such jurisdiction.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Parent Borrowers will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts Parent Borrowers agree to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such the Collateral, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts cause each Issuer whose stock or note or membership interest, as the case may be, is to cause the applicable Issuer or Partnership be so registered to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership the Pledgor, as the case may be, to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such the Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such the Collateral or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion of the Administrative Agent, Agent are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable each Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Partnership Interests pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateral, the Pledged Partnership Interests or that portion thereof of it to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 subsection 10(b) hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the such Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Such Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofParagraph 8, and if in the opinion of the Administrative Agent or Infogrames U.S. it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the each relevant Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative AgentAgent or Infogrames U.S., necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, or until all such Pledged Stock is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative AgentAgent or Infogrames U.S., are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable appli-cable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdic-tions which the Administrative Agent or Infogrames U.S. shall designate and to make available to its security holders, as soon as practicableprac-ticable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If The Pledgors recognize that the Administrative Agent shall determine may be unable to exercise its right to sell effect a public sale of any or all the Collateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgors acknowledge and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral pursuant for the period of time necessary to PARAGRAPH 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateral, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause permit the applicable Issuer or Partnership Partnership/LLC to (i) execute and deliverregister such securities for public sale under the Securities Act, and use its best efforts to cause the directorsor under applicable state securities laws, officers and representatives of even if the applicable Issuer or Partnership Partnership/LLC would agree to execute and deliver, all such instruments and documents, and do so. The Pledgors further agree to use their commercially reasonable efforts to do or cause to be done all such other acts as may be, in the opinion be necessary to make such sale or sales of all or any portion of the Administrative Agent, necessary or advisable Collateral CHAR2\1570214v4 pursuant to register such Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective this Section 12 valid and to remain effective for a period of one year from the date of the first public offering of such Collateral or that portion thereof to be sold, binding and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity compliance with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent shall designate and to make available to its security holdersthe Secured Parties not compensable in damages, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as soon as practicablea consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an earnings statement (which need not be audited) which will satisfy action for specific performance of such covenants except for a defense that no Event of Default has occurred under the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the PledgorCredit Agreement.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofParagraph 8, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the each relevant Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, or until all such Pledged Stock is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) 8.1. If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 7 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership issuer of the Pledged Stock to (ia) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts acts, as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iib) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Trustee shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8(b) hereof, and if in the opinion of the Administrative Agent Trustee it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentTrustee, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentTrustee, are necessary or advisable, all in conformity conformity, with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Trustee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Borrower will use its best efforts to cause the applicable each Issuer or Partnership to thereof (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register such Collateralthe Pledged Stock to be sold, or that portion thereof to be sold, sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Stock is sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Borrower agrees to use its best efforts to cause the applicable each such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the opinion of the Administrative Controlling Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership in respect of such Pledged Stock to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Controlling Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Controlling Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the Administrative Controlling Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor relevant Pledgors will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts relevant Pledgors agree to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Bridge Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the reasonable opinion of the Administrative Bridge Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor Pledgors will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, Bridge Collateral Agent necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, Bridge Collateral Agent are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts Pledgors agree to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Bridge Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iiAct,(ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent Lender's Permitted Discretion, it is reasonably necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the relevant Pledgor will will: (i) use its reasonable best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership such Pledgor to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentLender's Permitted Discretion, reasonably necessary or advisable to register such Collateral, the Pledged Stock or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best reasonable commercial efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock or that portion thereof to be sold, sold and (iii) to make all amendments thereto and/or to the related prospectus which, that in the opinion of the Administrative AgentLender's Permitted Discretion, are reasonably necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to Borrowers will comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent that Lender shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine ---------------------------------- to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Pledgors will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor acknowledges and agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Snapper Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Snapper Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Borrower will use its reasonable best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Snapper Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Snapper Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Borrower agrees to use its reasonable best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), if the Pledged Stock was issued by a Domestic Wholly Owned Subsidiary, the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the purposes Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to any Pledgor or the Issuer of such Pledged Stock by the Collateral Agent or Partnership" shall mean each Issuer any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or Partnership which is a direct or indirect wholly-owned Subsidiary placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of the Pledgorcarrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH Section 9 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership Borrower to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Borrower to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Borrower to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) 8.1 If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 7 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "“Securities Act"”), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership issuer of the Pledged Stock to (ia) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts acts, as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iib) to use its best efforts Best Efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) 8.1 If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 7 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "“Securities Act"”), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership issuer of the Pledged Stock to (ia) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts acts, as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iib) to use its best efforts Best Efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofParagraph 8, and if in the opinion of the Administrative Agent or Infogrames U.S. it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the each relevant Pledgor will use its best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative AgentAgent or Infogrames U.S., necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, or until all such Pledged Stock is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative AgentAgent or Infogrames U.S., are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent or Infogrames U.S. shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH Paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will will, to the extent the Issuer is a Subsidiary of the Pledgor, cause and, to the extent the Issuer is not a Subsidiary of the Pledgor, use its best efforts to cause cause, the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Issuer, to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral 8 the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For ; provided, that such Issuer shall not for any such purpose be required (A) to qualify as a dealer in securities, (B) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the purposes requirements of this SECTION 10.(A)Section 9(a) be obligated to be so qualified, "applicable Issuer (C) to consent to general service of process in any such jurisdiction or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor(D) to subject itself to taxation in any such jurisdiction.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such the Collateral, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts cause each Issuer whose stock or note or membership interest, as the case may be, is to cause the applicable Issuer or Partnership be so registered to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership the Pledgor, as the case may be, to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such the Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such the Collateral or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable each Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Secured Party shall determine to exercise its right to sell any or all of the Collateral Pledged Stock (or other applicable Collateral) pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion reasonable judgment of the Administrative Agent Secured Party it is necessary or advisable to have such the Pledged Stock (or other applicable Collateral), or that any portion thereof thereof, to be sold, sold in a transaction which is required to be registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause TFCI and/or AVest, as the applicable Issuer or Partnership case may be, to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentSecured Party, necessary or advisable to register the Pledged Stock (and, if requested by the Secured Party, such other Collateral), or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its Pledgor's best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock (and if requested by the Secured Party, such Collateral other Collateral) or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentSecured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause TFCI and/or AVest, as the applicable Issuer or Partnership case may be, to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Secured Party shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) 8.1. If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 7 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "“Securities Act"”), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership issuer of the Pledged Stock to (ia) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts acts, as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iib) to use its best efforts Best Efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "‘Blue Sky" ’ laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Securities pursuant to PARAGRAPH 9 Section 4.08 or Section 4.09 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Securities, or that a portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Borrowers will use its best efforts to cause the applicable Issuer or Partnership to (i) execute cause to be executed and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, delivered all such instruments and documents, and do or cause to be done all such other acts as may be, be in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Securities, or that portion thereof of it to be sold, under the provisions of the Securities Act, and (ii) to use its best bests efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Securities, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Borrowers agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent Agent’s Permitted Discretion, it is reasonably necessary or advisable to have such Collateral, the Pledged Stock (or that portion thereof to be sold, ) registered under the provisions of the Security Securities Act of 1933, as amended (the "“Securities Act"”), the relevant Pledgor will will: (i) use its reasonable best efforts to cause the applicable Issuer or Partnership to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership such Pledgor to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent’s Permitted Discretion, reasonably necessary or advisable to register such Collateral, the Pledged Stock or that portion thereof to be sold, under the provisions of the Securities Act, ; (ii) to use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of at least one year from the date of the first public offering of such Collateral the Pledged Stock or that portion thereof to be sold, ; and (iii) to make all amendments thereto and/or to the related prospectus which, that in the opinion of the Administrative Agent’s Permitted Discretion, are reasonably necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to shall comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right (on behalf of the Agents and the Lenders) to sell any or all of the Collateral shares of Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe shares of Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Interests or the Pledged Stock, as the case may be, pursuant to PARAGRAPH paragraph 9 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to (i) execute and deliver, and use its best efforts to cause the directorsmanagers, directors or officers and representatives of the applicable Issuer or Partnership relevant Subsidiaries to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Interests or the Pledged Stock, as the case may be, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Interests, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Parent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH Section 9 hereof, and if in the opinion of the Administrative Agent Parent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities securities Act"), the Pledgor Partnership will use its reasonable best efforts to cause the applicable Issuer or Partnership Company to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership Company to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentParent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion option of the Administrative AgentParent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Partnership agrees to use its best efforts to cause the applicable Issuer or Partnership Company to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Parent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent PBGC shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8(b) hereof, and if in the opinion of the Administrative Agent PBGC it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentPBGC, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentPBGC, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Such Pledgor agrees to use its best efforts to cause the applicable each such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent PBGC shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe shares of Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Trustee shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section hereof, and if in the opinion of the Administrative Agent Trustee it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor relevant Pledgors will use its best efforts to cause the applicable each relevant Issuer or Partnership to thereof (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative AgentTrustee, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentTrustee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable each relevant Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent Trustee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section subsection 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) 8.1. If the Administrative Agent Lender shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 7 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "“Securities Act"”), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership issuer of the Pledged Stock to (ia) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts acts, as may be, in the opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (iib) to use its best efforts Best Efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one (1) year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative AgentLender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission SEC applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership such issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Agent Lender shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent Pledgee shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Agent Pledgee it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative AgentPledgee, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative AgentPledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" <> laws of any and all jurisdictions which the Administrative Agent Pledgee shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock or the Pledged Note, as the case may be, pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock or the Pledged Note, as the case may be, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Pledgor will use its best efforts to cause the applicable Issuer whose stock or Partnership note, as the case may be, is to be so registered to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock or the Pledged Note, as the case may be, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock or the Pledged Note, as the case may be, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which that will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a%3) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 hereofSection 8, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), if the Pledged Stock was issued by a Wholly Owned Subsidiary that is a Domestic Subsidiary, the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For The Pledgor agrees to (x) indemnify, defend and hold harmless the purposes Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to the Pledgor or the Issuer of such Pledged Stock by the Collateral Agent or Partnership" shall mean each Issuer any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or Partnership which is a direct or indirect wholly-owned Subsidiary placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgor will bear all costs and expenses of the Pledgorcarrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative ---------------------------------- Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause the applicable each Issuer or Partnership to thereof (i) to execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register such Collateralthe Pledged Stock to be sold, or that portion thereof to be sold, sold under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Stock is sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Agent, are necessary or reasonably advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause the applicable each such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor who owns such Pledged Stock will use its best efforts to cause the applicable Issuer or Partnership thereof to (i) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period expiring on the earlier of (A) one year from the date of the first public offering of the Pledged Stock and (B) such Collateral time that all of the Pledged Stock, or that portion thereof to be sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor who owns such Pledged Stock agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Collateral Agent shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the purposes Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of this SECTION 10.(Alegal counsel to the Collateral Agent) and claims (including the costs of investigation) that they may incur insofar as any such loss, liability, expense, cost or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus, offering circular or similar document (or any amendment or supplement thereto), "applicable Issuer or Partnership" shall mean each Issuer arises out of or Partnership which is based upon any alleged omission to state a direct material fact required to be stated therein or indirect wholly-owned Subsidiary necessary to make the statements in any writing thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to any Pledgor or the issuer of such Pledged Stock by the PledgorCollateral Agent or any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Collateral Pledged Stock pursuant to PARAGRAPH 9 Section hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateralthe Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the Pledgor Borrower will use its best efforts to cause the applicable Issuer or Partnership thereof to (i1) execute and deliver, and use its best efforts to cause the directors, directors and officers and representatives of the applicable such Issuer or Partnership to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii2) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the Pledged Stock, or that portion thereof to be sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Borrower agrees to use its best efforts to cause the applicable such Issuer or Partnership to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.

Registration Rights; Private Sales. (a) If the Administrative Collateral Agent shall determine to exercise its right to sell any or all of the Collateral shares of Pledged Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to PARAGRAPH 9 Section 8 hereof, and if in the opinion of the Administrative Collateral Agent it is necessary or advisable to have such Collateralthe Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Security Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause any or all of the applicable Issuer or Partnership Issuers to (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership such Issuers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Collateral Agent, necessary or advisable to register such Collateral, the shares of Pledged Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion thereof of them to be sold, under the provisions of the Securities Act, (ii) to use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of such Collateral the shares of Pledged Collateral, or that portion thereof to be sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Each Pledgor agrees to use its best efforts to cause the applicable Issuer or Partnership Issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the Administrative Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. For the purposes of this SECTION 10.(A), "applicable Issuer or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary of the Pledgor.