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. (b) The Pledgor recognizes that the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees 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, agrees 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 for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulators. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) The In the case of any proposed sale of Pledged Stock in the United States, the Pledgor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock or Additional Collateral owned by it pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaws of any jurisdiction. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 the Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) The Pledgor recognizes that the Administrative Controlling Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the applicable Issuer or Partnership Issuers would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent Controlling Collateral Agent, the Note Collateral Agent, and the Lenders not compensable in damagesholders of the Note Obligations, that the Administrative Agent Controlling Collateral Agent, the Note Collateral Agent, and the Lenders holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default has had occurred under and was continuing at the Credit Agreementtime the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

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. (b) The Pledgor recognizes that the Administrative Controlling Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Issuers to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the applicable Issuer or Partnership Issuers would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent Controlling Collateral Agent, the Note Collateral Agent, and the Lenders not compensable in damagesholders of the Note Obligations, that the Administrative Agent Controlling Collateral Agent, the Note Collateral Agent, and the Lenders holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default has had occurred under and was continuing at the Credit Agreementtime the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawslaws of the United States and Canada, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Equity Interests, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Equity Interests for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Equity Interests pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and and, to the extent permitted by law, the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit 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 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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 obligated 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 Each Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree agrees to do so. (c) The Each Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Sections 8 and 9(a) valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Sections 8 and 9(a) will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Sections 8 and 9(a) shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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. (b) The Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all the CollateralShares, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Collateral Shares for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Shares pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders Lender have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and and, to the extent permitted by law, the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants covenants, except for a the defense that no Event of Default has occurred and is continuing under the Credit AgreementPromissory Note.

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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged 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 Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees 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 Pledged Collateral for the period of time necessary to permit the applicable Issuer or Partnership Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Issuers would agree to do so. (c) The Each Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Collateral pursuant to this PARAGRAPH 10 Pledge Agreement valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the each Pledgor, and the each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.

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. (b) The Pledgor recognizes that If the Administrative Agent shall determine to exercise its right to sell any or all of the Interests pursuant to SECTION 10 hereof, the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soInterests. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Interests pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsLaws. The Pledgor further agrees that a continuing breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that that, in the event the Administrative Agent is unable to effect a public sale, 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsApplicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged LLC Interests, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged LLC Interests for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawslaws of the United States, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged LLC Interests pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 obligated 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 Pledgor acknowledges and agrees Pledgors 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Pledgors further agrees agree to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the PledgorPledgors, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 Equity pursuant to PARAGRAPH 9 paragraph 15 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateral, the Pledged Equity 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 subject to applicable Gaming Laws, Holdings will use its best commercially reasonable efforts to take or to cause the applicable Issuer or Partnership Borrower to (i) execute take such action and deliverprepare, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all distribute and/or file such instruments and documents, and do as required or cause to be done all such other acts as may be, advisable in the reasonable opinion of counsel for the Administrative Agent, necessary or advisable Agent to register such Collateral, or that portion thereof to be sold, under permit 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 sale 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 PledgorPledged Equity. (b) The Pledgor Holdings recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, Pledged Equity 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 that 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 Pledgor Holdings acknowledges and agrees 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, agrees 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 Pledged Equity for the period of time necessary to permit the applicable Issuer or Partnership Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Borrower would agree to do so. (c) The Pledgor Holdings further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Equity pursuant to this PARAGRAPH 10 paragraph 16 valid and binding and in compliance with any and all other applicable Laws Requirements of Law. Holdings will bear all costs and applicable requirements expenses of the Insurance Regulatorscarrying out its obligations under this paragraph 16. The Pledgor further agrees Holdings acknowledges that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have there is no adequate remedy at law for failure by it to comply with the provisions of this paragraph 16 only and that such failure would not be adequately compensable in respect of such breach damages and, as a consequencetherefore, agrees that each and every covenant its agreements contained in this PARAGRAPH 10 shall paragraph 16 may be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementenforced.

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. (b) The 8.2. Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect Pledged Stock at a public sale than at a private sale or sales, the making of 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 Pledged Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of Pledgor, could entail such expenses and could subject Lender and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities, as would make the making of a public sale of the Pledged Stock impractical. Accordingly, Pledgor hereby agrees that private sales thereof to a restricted group made by Lender in accordance with the provisions of purchasers which will Section 7 hereof may 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 Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, that Lender shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale andcomplying with the requirements of federal and state securities and similar laws, notwithstanding and that such circumstances, agrees that any such private sale shall not be deemed to have been be made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay unreasonable manner solely because of its nature as a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soprivate sale. (c) The 8.3. Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Pledged Stock pursuant to Section 7 and this PARAGRAPH 10 Section 8 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in Section 7 and this PARAGRAPH 10 Section 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Section 7 of this PARAGRAPH 10 Section 8 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against to the granting of equitable relief (such as, without limitation, any defense that Lender has an adequate remedy at law or that Lender will not be irreparably injured) in any action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that that, in the event the Administrative Agent is unable to effect a public sale, 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsApplicable Laws. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Amended and Restated Credit 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 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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Such Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Such Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) If the Administrative Agent Secured Party shall determine to exercise its right rights to sell any or all of the Collateral pursuant to PARAGRAPH 9 hereofSecurities, and if in the opinion of the Administrative Agent Secured Party it is necessary or advisable to have such Collateralthe Securities, or that portion thereof to be sold, registered under the provisions of the Security Securities Act of 1933, as amended (the "Securities Act"), each of AETG, the Pledgor Company and each Restricted Subsidiary will use its reasonable best efforts to cause the applicable Issuer or Partnership to 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 AgentSecured Party, necessary or advisable to register such Collateralthe Securities, or that portion thereof to be sold, under the provisions of the Securities ActAct and, (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 one year three years from the date of the first public offering of such Collateral the 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 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 to , (iv) 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 (v) 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. (b) The Pledgor Each of AETG, the Company and each Restricted Subsidiary (i) recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all the CollateralSecurities, 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 that 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 Pledgor thereof and (ii) acknowledges and agrees 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, agrees that any such private sale shall not be deemed to have been made in a commercially reasonable mannerunreasonable manner by virtue of such sale having been private. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Collateral Securities for the period of time necessary to permit the applicable Issuer or Partnership issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership issuer thereof would agree to do so. (c) The Pledgor Each of AETG, the Company and each Restricted Subsidiary further agrees (i) to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Securities pursuant to this PARAGRAPH 10 Section 6.6 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulators. The Pledgor further agrees law and (ii) that a breach of any of the covenants contained in this PARAGRAPH 10 Section 6.6 will cause irreparable injury to the Administrative Agent Secured Party and the Lenders not compensable in damagesHolders, that the Administrative Agent Secured Party and the Lenders Holders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 6.6 shall be specifically enforceable against AETG, the PledgorCompany, and the Pledgor Restricted Subsidiaries and each such person hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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 pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateral, the Pledged Equity 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 commercially reasonable efforts to take or to cause the applicable Issuer or Partnership of such Pledged Equity to (i) execute take such action and deliverprepare, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all distribute and/or file such instruments and documents, and do as required or cause to be done all such other acts as may be, advisable in the reasonable 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 counsel 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 permit the provisions public sale 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 Pledgorsuch Pledged Equity. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, Pledged Equity 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 that 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 Each Pledgor acknowledges and agrees 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, agrees 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 Pledged Equity for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Equity pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws Requirements of Law. Each Pledgor will bear all costs and applicable requirements expenses of the Insurance Regulatorscarrying out its obligations under this paragraph 9. The Each Pledgor further agrees acknowledges that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have there is no adequate remedy at law for failure by it to comply with the provisions of this paragraph 9 only and that such failure would not be adequately compensable in respect of such breach damages and, as a consequencetherefore, agrees that each and every covenant its agreements contained in this PARAGRAPH 10 shall paragraph 9 may be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementenforced.

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 Equity pursuant to PARAGRAPH 9 paragraph 16(b) hereof, and if in the opinion of the Administrative Agent Trustee it is necessary or advisable to have such Collateral, the Pledged Equity 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 subject to applicable Gaming Laws, Holdings will use its best commercially reasonable efforts to take or to cause the applicable Issuer or Partnership Pledged Entities to (i) execute take such action and deliverprepare, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all distribute and/or file such instruments and documents, and do as required or cause to be done all such other acts as may be, advisable in the reasonable opinion of counsel for the Administrative Agent, necessary or advisable Trustee to register such Collateral, or that portion thereof to be sold, under permit 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 sale 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 PledgorPledged Equity. (b) The Pledgor Holdings recognizes that the Administrative Agent Trustee may be unable to effect a public sale of any or all the Collateral, Pledged Equity 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 that will be obliged to agree, among other 5 Holdco Intercreditor Agreement to include relevant waterfall provisions. things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor Holdings acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Trustee shall be under no obligation to delay a sale of any of the Collateral Pledged Equity for the period of time necessary to permit the applicable Issuer or Partnership a Pledged Entity to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership such Pledged Entity would agree to do so. (c) The Pledgor Holdings further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Equity pursuant to this PARAGRAPH 10 paragraph 17 valid and binding and in compliance with any and all other applicable Laws Requirements of Law. Holdings will bear all costs and applicable requirements expenses of the Insurance Regulatorscarrying out its obligations under this paragraph 17. The Pledgor further agrees Holdings acknowledges that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have there is no adequate remedy at law for failure by it to comply with the provisions of this paragraph 17 only and that such failure would not be adequately compensable in respect of such breach damages and, as a consequencetherefore, agrees that each and every covenant its agreements contained in this PARAGRAPH 10 shall paragraph 17 may be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementenforced.

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. (b) The Pledgor recognizes Grantors recognize that the Administrative Agent Purchaser may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges Grantors acknowledge and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Purchaser shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Grantors further agrees agree to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section 8.7 valid and binding and in compliance with any and all other applicable Laws Statutes, Orders, writs, injunctions, decrees or awards of any and applicable requirements of the Insurance Regulatorsall Governmental Bodies, having jurisdiction over any such sale or sales. The Pledgor Grantors further agrees agree that a breach of any of the covenants contained in this PARAGRAPH 10 Section 8.7 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesPurchaser, that the Administrative Agent and the Lenders they will have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 8.7 shall be specifically enforceable against the PledgorGrantors, and the Pledgor Grantors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is then continuing under the Credit Note Purchase Agreement.

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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral, by reason of certain prohibitions contained in the Securities Act (Ontario) and other 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 Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable favourable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees 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 Pledged Collateral for the period of time necessary to permit the applicable Issuer or Partnership Issuers to register such securities for public sale under the Securities ActAct (Ontario), or under other applicable state securities laws, even if the applicable Issuer or Partnership Issuers would agree to do so. (c) The Each Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Pledged Collateral pursuant to this PARAGRAPH 10 Pledge Agreement valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the each Pledgor, and the each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.

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. (b) The Pledgor Borrower recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the Pledged 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 that 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 Pledgor Borrower acknowledges and agrees 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, agrees 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 Pledged Collateral for the period of time necessary to permit the applicable Issuer or Partnership issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership such issuer would agree to do so. (c) The Pledgor Borrower further agrees to use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such any sale or sales of all or any portion of the Pledged Collateral pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor Borrower further agrees that (i) a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesBanks, that and (ii) the Administrative Agent and the Lenders Banks have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit AgreementBorrower.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell all or any or all of the Collateral pursuant to PARAGRAPH 9 hereofSection 12 the Pledgor agrees that, and if in the opinion upon request 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")Agent, the Pledgor will use will, at its best efforts to cause the applicable Issuer or Partnership to own expense: (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives issuer of the applicable Issuer or Partnership Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may bebe necessary or, in the opinion of the Administrative Agent, necessary or advisable to register such Collateral, or that portion thereof to be sold, Collateral under the provisions of the Securities Act of 1933, as from time to time amended (the “Securities Act”), (ii) to use its best efforts and to cause the registration statement relating thereto to become effective and to remain effective for a such period of one year from the date of the first public offering of such Collateral or that portion thereof as prospectuses are required by law to be soldfurnished, and (iii) to make all amendments and supplements thereto and/or and 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 thereto and 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 ; and (ii) do or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary cause to be done all such other acts and things as may be necessary to make such sale of the PledgorCollateral or any part thereof valid and binding and in compliance with applicable Requirements of Law. (b) The Pledgor recognizes that the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees 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, agrees 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 for the period of time necessary to permit the applicable Issuer or Partnership issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership such issuer would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Note Purchase Agreement.

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 which shall be Units or Additional Units pursuant to PARAGRAPH 9 paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent Secured Party it is necessary or reasonably advisable to have such Collateralthe Units or Additional Units, 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 AgentSecured Party, necessary or reasonably advisable to register such Collateralthe Units or Additional Units 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 Units or that Additional Units, or the portion thereof to be sold, ending when all such Units are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Administrative AgentSecured Party, 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 Secured Party shall determine to exercise its right to sell any or all of the Units or Additional Units pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Secured Party 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 Secured Party 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. (b) The Pledgor recognizes that the Administrative Agent Secured Party may be unable to effect a public sale of any or all the CollateralUnits or Additional Units, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Secured Party shall be under no obligation to delay a sale of any of the Collateral Units or Additional Units for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Units or Additional Units pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Party, that the Administrative Agent and the Lenders Secured Party have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and and, to the extent permitted by law, the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants covenants, except for a the defense that no Event of Default has occurred and is continuing under the Credit AgreementConvertible Promissory Note.

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. (b) The Pledgor recognizes that If the Administrative Agent shall determine to exercise its right to sell any or all of the Interests pursuant to SECTION 9 hereof, the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soInterests. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Interests pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsLaws. The Pledgor further agrees that a continuing breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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 pursuant to PARAGRAPH 9 paragraph 16 hereof, and if in the opinion of the Administrative Agent it is necessary or advisable to have such Collateral, the Pledged Equity 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 subject to applicable Gaming Laws, Holdings will use its best commercially reasonable efforts to take or to cause the applicable Issuer or Partnership Borrower to (i) execute take such action and deliverprepare, and use its best efforts to cause the directors, officers and representatives of the applicable Issuer or Partnership to execute and deliver, all distribute and/or file such instruments and documents, and do as required or cause to be done all such other acts as may be, advisable in the reasonable opinion of counsel for the Administrative Agent, necessary or advisable Agent to register such Collateral, or that portion thereof to be sold, under permit 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 sale 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 PledgorPledged Equity. (b) The Pledgor Holdings recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, Pledged Equity 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 that 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 Pledgor Holdings acknowledges and agrees 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, agrees 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 Pledged Equity for the period of time necessary to permit the applicable Issuer or Partnership Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Borrower would agree to do so. (c) The Pledgor Holdings further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Equity pursuant to this PARAGRAPH 10 paragraph 17 valid and binding and in compliance with any and all other applicable Laws Requirements of Law. Holdings will bear all costs and applicable requirements expenses of the Insurance Regulatorscarrying out its obligations under this paragraph 17. The Pledgor further agrees Holdings acknowledges that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have there is no adequate remedy at law for failure by it to comply with the provisions of this paragraph 17 only and that such failure would not be adequately compensable in respect of such breach damages and, as a consequencetherefore, agrees that each and every covenant its agreements contained in this PARAGRAPH 10 shall paragraph 17 may be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementenforced.

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 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 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 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. (b) The Pledgor recognizes that If the Administrative Agent shall determine to exercise its right to sell any or all of the Interests pursuant to SECTION 9 hereof, the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Administrative Agent than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soInterests. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Interests pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsLaws. The Pledgor further agrees that a continuing breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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. (b) The Pledgor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Shares, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Shares for the period of time necessary to permit the applicable Issuer or Partnership Holdings to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Holdings would agree to do so. (c) The Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Shares pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 obligated 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 Each Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree agrees to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Sections 8 and 9(a) valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Sections 8 and 9(a) will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Sections 8 and 9(a) shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged LLC Interests, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged LLC Interests for the period of time necessary to permit the applicable Issuer or Partnership Borrower thereof to register such securities for public sale under the Securities Act, or under applicable state securities lawslaws of the United States, even if the applicable Issuer or Partnership Borrower would agree to do so. (c) The Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged LLC Interests pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Each Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock or Additional Collateral owned by it pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaws of any jurisdiction. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 the Section shall be specifically enforceable against the such Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Such Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Such Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Such Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Such Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.

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. (b) The Each Pledgor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralInterests, 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 Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Collateral Agent than if such sale were a public sale and, notwithstanding such circumstances, and agrees that any such private circumstances shall not, in and of themselves, result in a determination that such sale shall be deemed to have been was not made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Interests or the Pledged Stock, as the case may be, for the period of time necessary to permit any of the applicable Issuer or Partnership relevant Subsidiaries to SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership such Subsidiaries would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Interests or the Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a continuing breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesLenders, that the Administrative Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the any Pledgor, and the each Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementoccurred.

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 SCGC 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 SCGC 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 AgentAgent or the Majority Noteholders, 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 SCGC to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Administrative Agent or the Majority Noteholders 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially 12 12 reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership SCGC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership SCGC would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesNoteholders, that the Administrative Agent and the Lenders Noteholders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Note Purchase 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 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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Each Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.. 8 8

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. (b) The Pledgor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the Collateral, 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 that 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the applicable any Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH paragraph 10 will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesLenders, that the Administrative Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 paragraph 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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. (b) The Pledgor Borrower recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor Borrower acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Borrower further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor Borrower further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the PledgorBorrower, and the Pledgor Borrower hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 obligated 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 Pledgor acknowledges and agrees Pledgors 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Pledgors further agrees agree to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the PledgorPledgors, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 hereofSection 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 ActSECURITIES ACT"), the Pledgor Company will use its best efforts to cause the applicable such 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 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 90 days 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 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 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 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. (b) The Pledgor Company recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 that 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 Pledgor Company acknowledges and agrees 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, agrees that any such private sale conducted in a manner that the Administrative Agent in good faith believes to be commercially reasonable under the circumstances shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a the sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable such Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Company further agrees to use its best efforts to do or 336 cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock, pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor Company further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Creditors, that the Administrative Agent and the Lenders Secured Creditors have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the PledgorCompany, and the Pledgor Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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 each 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 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 obligated 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 Each Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree agrees to do so. (c) The Each Pledgor further agrees to use its best commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Sections 8 and 9(a) valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Sections 8 and 9(a) will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesother Secured Parties, that the Administrative Agent and the Lenders other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Sections 8 and 9(a) shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred occurred. (d) Each Pledgor further acknowledges and agrees that any offer to sell any Pledged Stock which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Credit AgreementSecurities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and any Secured Party may, in such event, bid for the purchase of such securities.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 subsection hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or advisable to have such Collateral, or that portion thereof to be sold, the Pledged Stock 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 Agent, necessary or advisable to register such Collateral, or that portion thereof to be sold, the Pledged Stock under the provisions of the Securities Act, (ii) 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 (iii) to make all amendments thereto and/or to the related prospectus whichthat, in the reasonable opinion of the Administrative Agent, are necessary or advisablenecessary, 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 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. (ba) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, Pledged Stock 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 that 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannersale. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Issuers would agree to do so. (cb) The Pledgor further agrees to use its best reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 subsection valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 subsection will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 subsection shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit AgreementAgreement or that no Remedy Instruction has been delivered.

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 Section 9 hereof, and if in the opinion of the Administrative Agent Lender it is necessary or advisable to have such Collateralthe Pledged Stock or Pledged Partnership/LLC Interests, 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 directorsdirectors and officers, officers and representatives partners or members, as applicable of the applicable Issuer Issuer, partnership or Partnership limited liability 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 reasonable opinion of the Administrative AgentLender, necessary or advisable to register such Collateralthe Pledged Stock or Partnership/LLC interest as applicable, 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.period (b) The Pledgor recognizes that the Administrative Agent Lender may be unable to effect a public sale of any or all the CollateralPledged Stock or Partnership/LLC interests, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent Lender shall be under no obligation to delay a sale of any of the Collateral Pledged Stock or Partnership/LLC interest for the period of time necessary to permit the applicable Issuer Issuer, partnership or Partnership limited liability company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer Issuer, partnership or Partnership limited liability company would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH Section 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaws. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH Section 10 will cause irreparable injury to the Administrative Agent and the Lenders Lender that are not compensable in damages, that the Administrative Agent and the Lenders Lender will have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH Section 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Loan Agreement.

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 designate and to make available to its security holders, as soon as practicable, an earnings statement shall (which need not be audited) which will satisfy the provisions of Section 11(aa) 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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Each Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock or Additional Collateral owned by it pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaws of any jurisdiction. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 the Section shall be specifically enforceable against the such Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) If the General 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 reasonable opinion of the General 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 Securities Act of 1933, as amended (the "Securities Act"SECURITIES ACT'), the Pledgor will use its best efforts to cause the applicable Issuer or Partnership Safety-Kleen 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 Safety-Kleen 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 General Administrative Agent, necessary or advisable to register such Collateralthe Pledged Stock, 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 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, in the opinion of the General 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 Safety-Kleen to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the General 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(aI 1 (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. (b) The Pledgor recognizes that the General Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The General Administrative Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Safety-Kleen to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Safety-Kleen would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the General Administrative Agent and the Lenders not compensable in damagesLenders, that the General Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 paragraph 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 cause the Issuer 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable mannermanner (even if the Administrative Agent accepts the first offer received or offers the Collateral or any portion thereof to only one offeree). The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 paragraph 9 shall be specifically enforceable against the Pledgor, and and, to the extent permitted by applicable law, the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) The Pledgor recognizes that the Administrative Controlling Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Controlling Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable relevant Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Controlling Collateral Agent, the Note Collateral Agent and the Lenders not compensable in damagesholders of the Note Obligations, that the Administrative Controlling Collateral Agent, the Note Collateral Agent and the Lenders holders of the Note Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall paragraph 9 shall, subject to the Collateral Agency Agreement, be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants (to the extent permitted by applicable law) except for a defense that no Actionable Event or Bankruptcy Event of Default has had occurred under and was continuing at the Credit Agreementtime the Controlling Collateral Agent gave notice pursuant to paragraph 7(a) hereof.

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 hereofSection 10, 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 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 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 90 days 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 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 Company to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all of the CollateralPledged Stock, 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 that 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 Pledgor acknowledges and agrees 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, agrees that any such private sale conducted in a manner that the Administrative Agent in good faith believes to be commercially reasonable under the circumstances shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a the sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Company would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock, pursuant to this PARAGRAPH 10 Section 11 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 11 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 11 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

Registration Rights; Private Sales. (a) If the Administrative Agent Bank 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 Bank 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 issuer or Partnership issuers of the Pledged Securities to (i) execute and deliver, and use its best efforts to cause the directors, officers directors and representatives officer of the applicable Issuer such issuer or Partnership issuers 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 AgentBank, 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 AgentBank, 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 such 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 Bank 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. (b) The Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect Pledged Stock at a public sale than at a private sale or sales, the making of 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 Pledged Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of Pledgor, could entail such expenses and could subject the Bank and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities, as would make the making of a public sale of the Pledged Stock impractical. Accordingly, Pledgor hereby agrees that private sales thereof to a restricted group made by the Bank in accordance with the provisions of purchasers which will Section 7 hereof may 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 Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, and that the Bank shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale and, notwithstanding such circumstances, agrees 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 complying with the requirements of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable federal and state securities and similar laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Pledged Stock pursuant to Section 7 and this PARAGRAPH 10 Section 8 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in Section 7 and this PARAGRAPH 10 Section 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesBank, that the Administrative Agent and the Lenders have Bank has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Section 7 and this PARAGRAPH 10 Section 8 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event default or event of Default default has occurred under the Credit AgreementLoan Agreement or any of the other Loan Documents.

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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Each Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 Paragraph 11 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsApplicable Laws. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Paragraph 11 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Paragraph 11 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit 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 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. (b) The Pledgor Borrower recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor Borrower acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Borrower further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor Borrower further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent Agent, the Co-Agents and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the PledgorBorrower, and and, to the Pledgor extent permitted by law, the Borrower hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.

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 Issuer or Partnership" shall mean each Issuer arises out of or Partnership which is based upon any alleged omission to state a direct or indirect wholly-owned Subsidiary of the Pledgor. (b) The Pledgor recognizes that the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees 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, agrees 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 for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause material fact required to be done all such other acts as may 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 sale or sales of all Pledged Stock by the Collateral Agent or any portion of the Collateral pursuant to this PARAGRAPH 10 valid other Secured Party expressly for use therein, and binding and in compliance (y) enter into an indemnification agreement with any and all other applicable Laws and applicable requirements underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the Insurance Regulatorssame effect. The Pledgor further agrees that a breach Pledgors will jointly and severally bear all costs and expenses of any of the covenants contained in carrying out their obligations under this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit AgreementSection 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell all or any or all of the Collateral pursuant to PARAGRAPH 9 hereofSection 12 each Pledgor agrees that, and if in the opinion upon request of the Administrative Agent it is necessary or advisable to have Agent, such CollateralPledgor will, 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 at its best efforts to cause the applicable Issuer or Partnership to own expense: (i) execute and deliver, and use its best efforts to cause the directors, officers and representatives issuer of the applicable Issuer or Partnership Collateral contemplated to be sold and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may bebe necessary or, in the opinion of the Administrative Agent, necessary or advisable to register such Collateral, or that portion thereof to be sold, Collateral under the provisions of the Securities Act of 1933, as from time to time amended (the “Securities Act”), (ii) to use its best efforts and to cause the registration statement relating thereto to become effective and to remain effective for a such period of one year from the date of the first public offering of such Collateral or that portion thereof as prospectuses are required by law to be soldfurnished, and (iii) to make all amendments and supplements thereto and/or and 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 thereto and 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 ; and (ii) do or Partnership" shall mean each Issuer or Partnership which is a direct or indirect wholly-owned Subsidiary cause to be done all such other acts and things as may be necessary to make such sale of the PledgorCollateral or any part thereof valid and binding and in compliance with applicable Requirements of Law. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to 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 Each Pledgor acknowledges and agrees 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, agrees 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 for the period of time necessary to permit the applicable Issuer or Partnership issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership such issuer would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the PledgorPledgors, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, 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 that 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 Pledgor acknowledges and agrees 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, agrees 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 for the period of time necessary to permit the applicable any Issuer or Partnership LLC to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership LLC would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH paragraph 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH paragraph 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH paragraph 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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 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 Pledgor will use its best efforts to cause the applicable Issuer or Partnership thereof (1) 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 the Pledged Collateral, 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 Collateral, 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. manner The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. (d) In any sale the Administrative Agent will use its commercially reasonable best efforts to obtain appropriate covenants to protect the Pledgor from liabilities under Section 15(f) of the Investment Company Act of 1940.

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 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 ActSECURITIES ACT"), the Pledgor Company will use its best efforts to cause each of 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 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 Company agrees to use its best efforts to cause each of 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. (b) The Pledgor Company recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, by reason of certain prohibitions contained in the Securities Act 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 Pledgor Company acknowledges and agrees that any such private sale may result in prices and other the terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not merely because it is a private sale be deemed to have been made in a commercially reasonable unreasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit any of the applicable Issuer or Partnership Issuers to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor Company further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor Company further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesBanks, that the Administrative Agent agent and the Lenders Banks have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 paragraph 9 shall be specifically enforceable against the PledgorCompany, and the Pledgor Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement, it being understood that nothing in this sentence shall be deemed to constitute a waiver by the Pledgor of the requirements of Section 9-504(3) of the Code that every aspect of the disposition of Collateral must be commercially reasonable.

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. (b) The 8.2. Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect Pledged Stock at a public sale than at a private sale or sales, the making of 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 Pledged Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of Pledgor, could entail such expenses and could subject Administrative Agent and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities as would make the making of a public sale of the Pledged Stock impractical. Accordingly, Pledgor hereby agrees that private sales thereof to a restricted group made by Administrative Agent in accordance with the provisions of purchasers which will Section 7 hereof may 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 Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, that Administrative Agent shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale andcomplying with the requirements of federal and state securities and similar laws, notwithstanding and that such circumstances, agrees that any such private sale shall not be deemed to have been be made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay unreasonable manner solely because of its nature as a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soprivate sale. (c) The 8.3. Pledgor further agrees to use its best efforts Best Efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Pledged Stock pursuant to Section 7 and this PARAGRAPH 10 Section 8 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in Section 7 and this PARAGRAPH 10 Section 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Section 7 of this PARAGRAPH 10 Section 8 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against to the granting of equitable relief (such as, without limitation, any defense that Administrative Agent or Lenders have an adequate remedy at law or that Administrative Agent or Lenders will not be irreparably injured) in any action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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 reasonable 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 Grantor 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 Grantor 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. (b) The Pledgor Each Grantor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Securities, 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 Pledgor Each Grantor acknowledges and agrees 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, agrees that any such private sale shall not 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 for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulators. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.unreasonable manner solely by

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 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, 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 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 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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges Pledgors acknowledge and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor Pledgors further agrees agree to use its their best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH Section 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsApplicable Laws. The Pledgor Pledgors further agrees agree that a breach of any of the covenants contained in this PARAGRAPH Section 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH Section 10 shall be specifically enforceable against the PledgorPledgors, and the Pledgor Pledgors hereby waives waive and agrees agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, Pledged Stock 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 that 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 Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall not be under no any obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Pledgor would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsLegal Requirements. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender Group, that the Administrative Agent and the Lenders have Lender Group has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event covenants. (d) The Agent, on behalf of Default has occurred under the Credit AgreementLender Group, is authorized, in connection with the sale of any Pledged Stock pursuant to Section 8 hereof, to deliver or otherwise disclose to any prospective purchaser of the Pledged Stock: (i) any registration statement or prospectus, and all supplements and amendments thereto, prepared pursuant to this Section 9, (ii) any information and projections provided to it pursuant to this Section 9 and (iii) any other information in its possession relating to the Pledged Stock.

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 Section 8(b) 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 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 the Pledged 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 the 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Collateral for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Collateral pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Borrower would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulators. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.Pledged

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to 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 Pledgor acknowledges and agrees 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, agrees 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 for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulators. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damages, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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(a11 (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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Each Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be reasonably necessary to make such sale or sales of all or any portion of the Pledged Stock or Additional Collateral owned by it pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaws of any jurisdiction. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Collateral Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 the Section shall be specifically enforceable against the such Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

Registration Rights; Private Sales. (a) 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 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 use its best efforts to cause the applicable Issuer or Partnership whose stocks are 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 Collateral, the 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 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 state or foreign 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. (b) b. The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Collateral, Pledged Stock by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which that 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) c. The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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. (b) The Pledgor recognizes Pledgors recognize that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Pledgor acknowledges Pledgors acknowledge and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees agree to use its their best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral its Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees agree that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesSecured Parties, that the Administrative Agent and the Lenders Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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 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 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 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 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 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. (b) The Each Pledgor recognizes that the Administrative Collateral Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 obligated 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 Each Pledgor acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Collateral Agent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree agrees to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section 9 will cause irreparable injury to the Administrative Collateral Agent and the Lenders not compensable in damagesLenders, that the Administrative Collateral Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit 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 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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 187 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 Such Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Such Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) The 8.2 Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect Pledged Stock at a public sale than at a private sale or sales, the making of 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 Pledged Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of Pledgor, could entail such expenses and could subject Lender and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities as would make the making of a public sale of the Pledged Stock impractical. Accordingly, Pledgor hereby agrees that private sales thereof to a restricted group made by Lender in accordance with the provisions of purchasers which will Section 7 hereof may 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 Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, that Lender shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale andcomplying with the requirements of federal and state securities and similar laws, notwithstanding and that such circumstances, agrees that any such private sale shall not be deemed to have been be made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay unreasonable manner solely because of its nature as a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soprivate sale. (c) The 8.3 Pledgor further agrees to use its best efforts Best Efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Pledged Stock pursuant to Section 7 and this PARAGRAPH 10 Section 8 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in Section 7 and this PARAGRAPH 10 Section 8 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Section 7 and this PARAGRAPH 10 Section 8 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against to the granting of equitable relief (such as, without limitation, any defense that Lender has an adequate remedy at law or that Lender will not be irreparably injured) in any action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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. (b) The Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock or the Pledged Note, as the case may be, 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 that 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 Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock or the Pledged Note, as the case may be, for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock or the Pledged Note, as the case may be, pursuant to this PARAGRAPH 10 paragraph 9 valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 paragraph 9 will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 paragraph 9 shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.

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. (b) The Pledgor partnership recognizes that the Administrative Agent Parent may be unable to effect a public sale of any or all the CollateralPledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws laws, by reason of other rules and regulations of Governmental Authorities 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 Pledgor Partnership acknowledges and agrees 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, agrees that any such private sale shall be deemed to have been made in a commercially reasonable reasonably manner. The Administrative Agent Parent shall be under no obligation to delay a sale of any of the Collateral Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership Company to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership Company would agree to do so. (c) The Pledgor Partnership further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor Partnership further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesParent, that the Administrative Agent and the Lenders have Parent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section shall be specifically enforceable against the PledgorPartnership, and the Pledgor Partnership hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit AgreementNote.

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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Each Pledgor acknowledges and agrees 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 13 13 circumstances, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this PARAGRAPH 10 Paragraph 11 valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance RegulatorsApplicable Laws. The Each Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Paragraph 11 will cause irreparable injury to the Administrative Agent and Agent, the Lenders and Infogrames U.S. not compensable in damages, that the Administrative Agent and Agent, the Lenders and Infogrames U.S. have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Paragraph 11 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementand is continuing.

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 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. (b) The Each Pledgor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the CollateralPledged Stock, 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 Such Pledgor acknowledges and agrees 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, agrees 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 Pledged Stock for the period of time necessary to permit the applicable Issuer or Partnership thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable such Issuer or Partnership would agree to do so. (c) The Each Pledgor further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral Pledged Stock pursuant to this PARAGRAPH 10 Section valid and binding and in compliance with any and all other applicable Laws and applicable requirements Requirements of the Insurance RegulatorsLaw. The Such Pledgor further agrees that a breach of any of the covenants contained in this PARAGRAPH 10 Section will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this PARAGRAPH 10 Section 9 shall be specifically enforceable against the such Pledgor, and the such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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. (b) 8.2 The Pledgor recognizes hereby acknowledges that, notwithstanding that a higher price might be obtained for the Administrative Agent may be unable to effect Pledged Stock at a public sale than at a private sale or sales, the making of 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 Pledged Stock may be compelled subject to resort registration requirements and other legal restrictions compliance with which could require such actions on the part of the Pledgor, could entail such expenses and could subject the Lender and any underwriter through whom the Pledged Stock may be sold and any controlling Person of any thereof to one or more such liabilities as would make the making of a public sale of the Pledged Stock impractical. Accordingly, the Pledgor hereby agrees that private sales thereof to a restricted group made by the Lender in accordance with the provisions of purchasers which will Article VII hereof may 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 Pledgor acknowledges and agrees that any such private sale may result in at prices and on other terms less favorable to the seller than if such sale the Pledged Stock were sold at public sale, that the Lender shall not have any obligation to take any steps in order to permit the Pledged Stock to be sold at a public sale andcomplying with the requirements of federal and state securities and similar laws, notwithstanding and that such circumstances, agrees that any such private sale shall not be deemed to have been be made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay unreasonable manner solely because of its nature as a sale of any of the Collateral for the period of time necessary to permit the applicable Issuer or Partnership to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Issuer or Partnership would agree to do soprivate sale. (c) 8.3 The Pledgor further agrees to use its best efforts Best Efforts to do or cause to be done all such other acts as may be necessary to make such any sale or sales of all or any portion of the Collateral Pledged Stock pursuant to Article VII and this PARAGRAPH 10 Article VIII valid and binding and in compliance with any and all other applicable Laws and applicable requirements of the Insurance Regulatorslaw. The Pledgor further agrees that a breach of any of the covenants contained in Article VII and this PARAGRAPH 10 Article VIII will cause irreparable injury to the Administrative Agent and the Lenders not compensable in damagesLender, that the Administrative Agent and the Lenders have Lender has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in Article VII and this PARAGRAPH 10 Article VIII shall be specifically enforceable against the Pledgor, and the Pledgor hereby waives and agrees not to assert any defenses against to the granting of equitable relief (such as, without limitation, any defense that the Lender has an adequate remedy at law or that the Lender will not be irreparably injured) in any action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreementcovenants.