Common use of Registration Rights; Private Sales Clause in Contracts

Registration Rights; Private Sales. (a) 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 have the Pledged Equity Interests, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of 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 Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be sold, 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 not more than one year from the date of the first public offering of 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 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. 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of 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 each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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. The Pledgor agrees to (x) indemnify, defend and hold harmless the Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgor will bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Controlling Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuers to (i) execute and deliver, and use its best efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 Controlling Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Controlling Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the 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.

Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Controlling Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as 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 cause the Issuers to (i) execute and deliver, and use its best efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 Controlling Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Controlling Collateral 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 (or applicable regulatory body under the laws of any jurisdiction outside of the United States) applicable thereto. 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 The Pledgor agrees to use its best efforts to cause each such Issuer the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the shares of Pledged Equity Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity 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 Securities Act, the each Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonably advisable to register the shares of Pledged Equity Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity InterestsCollateral, 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. If Each Pledgor agrees to cause 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 Issuers 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 each such Issuer 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.

Registration Rights; Private Sales. (a) If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Shares pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsShares, or that the portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each the Issuer thereof (i) to execute and deliver, and cause the directors and officers of such the 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 AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests Shares to be sold, 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsShares, or that the portion thereof to be sold, ending when all such Pledged Equity Interests Shares are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the 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. If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Shares pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Agent 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 each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Agent shall determine to exercise its right to sell any or all of the Pledged Equity LLC Interests pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Agent it is necessary or reasonably advisable to have the Pledged Equity LLC Interests, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each the Issuer thereof (i) to execute and deliver, and cause the directors and officers of such the Issuer 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 Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldLLC Interests, or that portion thereof to be sold 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 not more than one year from the date of the first public offering of the Pledged Equity LLC Interests, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the 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. 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 The Pledgor agrees to use its best efforts to cause each such the Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions of the United States which the 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.

Registration Rights; Private Sales. (a) If the Agent Secured Party shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral which shall be Units or Additional Units pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Agent Secured Party it is necessary or reasonably advisable to have the Pledged Equity InterestsUnits or Additional Units, or that the portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each the Issuer thereof (i) to execute and deliver, and cause the directors and officers of such the 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 AgentSecured Party, necessary or reasonably advisable to register the Pledged Equity Interests Units or Additional Units to be sold, 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsUnits or Additional Units, or that the portion thereof to be sold, ending when all such Pledged Equity Interests Units are sold, and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the 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. If the Agent Secured Party shall determine to exercise its right to sell any or all of the Pledged Equity Interests Units or Additional Units pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Agent 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 each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the 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 Pledged Equity Interests Shares pursuant to paragraph 8 Section 12 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsShares, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best commercially reasonable efforts to cause each Issuer thereof Holdings to (i1) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldShares, or that portion thereof to be sold 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsShares, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. 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 The Pledgor agrees to use its best commercially reasonable efforts to cause each such Issuer Holdings to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Collateral Agent shall reasonably 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of 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 each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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. Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph Section 8 hereofof this Agreement, and if in the reasonable opinion of the Agent determines that it is necessary or reasonably advisable desirable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of 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 each Issuer thereof any other issuer, to (i) to execute and deliver, and cause the directors and officers of such Issuer 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 Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldCollateral, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsCollateral and (B) such time that all of the Pledged Collateral is sold, 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 whichthat, in the reasonable opinion judgment of the 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. If the Agent shall determine The Borrower agrees to exercise its right to sell cause any or all issuer that is an Affiliate of the Pledged Equity Interests pursuant to paragraph 8 hereofBorrower, 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 Borrower will use its best efforts to cause each such Issuer any other issuer, to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the 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 subsection 11(a) of the Securities Act.

Registration Rights; Private Sales. (a) 8.1. If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 7 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), the Pledgor will use its best efforts cause the issuer of the Pledged Stock to cause each Issuer thereof (ia) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one (1) year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentLender, 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. If the Agent shall determine Pledgor agrees 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 cause such issuer 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the shares of Pledged Equity 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 Section 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity 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 Securities ActAct (Ontario) or other applicable securities laws, the each Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonably advisable to register the shares of Pledged Equity Stock and/or the Pledged LLC Interests and/or Pledged ULC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, or that portion thereof 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 not more than one year from the date of the first public offering of the shares of Pledged Equity InterestsCollateral, 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 requirements, rules and regulations of the Securities Act (Ontario) and Exchange Commission other applicable securities authorities applicable thereto. If Each Pledgor agrees to cause 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 Issuers 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 each such Issuer 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 Actany financial information required in connection therewith.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor who owns such Pledged Stock will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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. Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Borrower will use its best efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of 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 reasonably advisable to register the Pledged Equity Interests Stock to be sold, 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are 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. If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Pledgor Borrower agrees to use its best efforts to cause each such Issuer 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the shares of Pledged Equity Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity 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 Securities Act, the each Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 Collateral Agent, necessary or reasonably advisable to register the shares of Pledged Equity Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity InterestsCollateral, 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 Collateral 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. If Each Pledgor agrees to cause 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 Issuers 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Partnership Interests pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity Partnership Interests, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts cause the Partnership to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Partnership Interests or that portion of it to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity InterestsCollateral, 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 Collateral 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. If The Pledgor agrees to cause 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 Partnership 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause each Issuer thereof whose stock or note or membership interest, as the case may be, is to be so registered to (i) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldCollateral, 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 the Pledged Equity Interests, Collateral 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 whichthat, in the reasonable opinion of the Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the 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 that will satisfy the provisions of Section 11(a) of the Securities Act.

Registration Rights; Private Sales. (a) 8.1. If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 7 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), the Pledgor will use its best efforts cause the issuer of the Pledged Stock to cause each Issuer thereof (ia) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one (1) year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentLender, 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 SEC applicable thereto. If the Agent shall determine Pledgor agrees 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 cause such issuer 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Pledgor will use its best efforts to cause each Issuer thereof whose stock or note or membership interest, as the case may be, is to be so registered to (i) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldCollateral, 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 the Pledged Equity Interests, Collateral 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 whichthat, 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Borrower will use its best efforts to cause each the Issuer thereof to (i1) to execute and deliver, and cause the directors and officers of 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 reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are 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 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. 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 The Borrower agrees to use its best efforts to cause each such Issuer 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, if the Pledged Stock was issued by a Domestic Wholly Owned Subsidiary, the Pledgor who owns such Pledged Stock will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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. Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Securities pursuant to paragraph 8 Section 4.08 or Section 4.09 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsSecurities, or that a portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Borrowers will use its best efforts to cause each Issuer thereof (i) cause to execute be executed and deliver, and cause the directors and officers of such Issuer to execute and deliver, delivered all such instruments and documents, and do or cause to be done all such other acts as may be, be in the reasonable opinion of the AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests Securities, or that portion of it to be sold, or that portion thereof to be sold under the provisions of the Securities Act, and (ii) to use its best bests efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of the Pledged Equity InterestsSecurities, 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 to the related prospectus which, in the reasonable opinion of the AgentLender, 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. 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 The Borrowers agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a%3) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of 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 each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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. The Pledgor agrees to (x) indemnify, defend and hold harmless the Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgor will bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Bridge Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Bridge Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor Pledgors will use its best efforts cause the applicable Issuer to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such the applicable 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 Agent, Bridge Collateral Agent necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Agent, Bridge Collateral 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. 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 The Pledgors agree to cause each such the applicable Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Bridge 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Interests or the Pledged Equity Interests Stock, as the case may be, pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Interests or the Pledged Equity InterestsStock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts cause the relevant Subsidiaries to cause each Issuer thereof (i) to execute and deliver, and cause the managers, directors and or officers SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT of such Issuer the 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Interests or the Pledged Equity Interests to be soldStock, as the case may be, 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 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 Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer the relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Agent Parent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 9 hereof, and if in the reasonable opinion of the Agent Parent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Partnership will use its reasonable best efforts to cause each Issuer thereof (i) the Company to execute and deliver, and cause the directors and officers of such Issuer the 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 AgentParent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 AgentParent, 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. 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 The Partnership agrees to use its best efforts to cause each such Issuer the Company to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Agent Parent 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Paragraph 9 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause each the applicable Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such the applicable 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 reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when or until all such Pledged Equity Interests are sold, 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. 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 The Pledgor agrees to use its best efforts to cause each such the applicable Issuer 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.

Registration Rights; Private Sales. (a) 8.1. If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 7 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Pledgor will use its best efforts cause the issuer of the Pledged Stock to cause each Issuer thereof (ia) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one (1) year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentLender, 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. 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 each such Issuer issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Interests or the Pledged Equity Interests Stock, as the case may be, pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Interests or the Pledged Equity InterestsStock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts cause the relevant Subsidiaries to cause each Issuer thereof (i) to execute and deliver, and cause the managers, directors and or officers of such Issuer the 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Interests or the Pledged Equity Interests to be soldStock, as the case may be, 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 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 Collateral 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. 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 Each Pledgor agrees to use its best efforts to cause each such Issuer the relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Snapper Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsSnapper Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Borrower will use its reasonable best efforts thereof to cause each Issuer thereof (i1) to execute and deliver, and cause the directors and officers of 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 AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests to be soldSnapper Stock, or that portion thereof to be sold 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsSnapper Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentLender, 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. 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 The Borrower agrees to use its reasonable best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.)

Registration Rights; Private Sales. (a) If the Controlling Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Controlling Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Issuer in respect of such Pledged Stock to (i) execute and deliver, and use its best efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of 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 Controlling Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Controlling Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions (including foreign jurisdictions) which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Interests or the Pledged Equity Interests Stock, as the case may be, pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Interests or the Pledged Equity InterestsStock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), each Pledgor will use its best efforts cause the relevant Subsidiaries to cause each Issuer thereof (i) to execute and deliver, and cause the managers, directors and or officers of such Issuer the 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Interests or the Pledged Equity Interests to be soldStock, as the case may be, 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 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 Collateral 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. 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 Each Pledgor agrees to use its best efforts to cause each such Issuer the relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the each Pledgor will use its best efforts to cause each Issuer thereof whose stock, note or membership interest, as the case may be, is to be so registered to (i) to execute and deliver, and cause the directors and officers of such Issuer Issuer, 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be sold, 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 of not more than one year from the date of the first public offering of the Pledged Equity InterestsCollateral, 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 whichthat, in the reasonable opinion of the Collateral 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. 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 Each Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the 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 that will satisfy the provisions of Section 11(a) of the Securities Act.

Registration Rights; Private Sales. (a) If the Pledge Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 9(b) hereof, and if in the reasonable opinion of the Pledge Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such the 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 Pledge Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Pledge 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. 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 The Pledgor agrees to use its best efforts to cause each such the Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Pledge 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.

Registration Rights; Private Sales. (a) If the Collateral ---------------------------------- Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended, and the rules and regulations issued thereunder (the "Securities Act"), the Pledgor will use its best efforts to cause each the Issuer thereof to (i) to execute and -------------- deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 180 days from the date of the first public offering of the Pledged Equity InterestsStock, 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 Collateral 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. 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 also agrees to use its best efforts to cause each the Issuer of such Issuer Pledged Stock to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative ---------------------------------- Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of 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 reasonably advisable to register the Pledged Equity Interests Stock to be sold, 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are 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. If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause each such Issuer 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.

Registration Rights; Private Sales. (a) If The Pledgors recognize that the Administrative Agent shall determine may be unable to exercise its right to sell effect a public sale of any or all the Collateral, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgors acknowledge and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Equity Interests pursuant Collateral for the period of time necessary to paragraph 8 hereof, and if in permit the reasonable opinion of the Agent it is necessary applicable Issuer or reasonably advisable Partnership/LLC to have the Pledged Equity Interests, or that portion thereof to be sold, registered register such securities for public sale under the provisions of the Securities Act, or under applicable state securities laws, even if the Pledgor will applicable Issuer or Partnership/LLC would agree to do so. The Pledgors further agree to use its best their commercially reasonable efforts to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of 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 be necessary to make such sale or sales of all or any portion of the Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be sold, 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 not more than one year from the date of the first public offering of 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 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. If the Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral CHAR2\1570214v4 pursuant to paragraph 8 hereof, this Section 12 valid and if binding and in the reasonable opinion of the Agent it is necessary or reasonably advisable to comply compliance with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Pledgor agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which other Applicable Law. The Pledgors further agree that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Administrative Agent shall reasonably designate and to make available to its security holdersthe Secured Parties not compensable in damages, that the Administrative Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as soon as practicablea consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an earnings statement (which need not be audited) which will satisfy action for specific performance of such covenants except for a defense that no Event of Default has occurred under the provisions of Section 11(a) of the Securities ActCredit Agreement.

Registration Rights; Private Sales. (a) If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Borrower will use its best efforts to cause each the Issuer thereof to (i1) to execute and deliver, and cause the directors and officers of 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 AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentLender, 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. 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 The Borrower agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.)

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right rights to sell any or all of the Pledged Equity Interests Securities pursuant to paragraph 8 hereofthis Section 10, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsSecurities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor Company will use its best efforts to cause each Issuer the issuer thereof to (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldSecurities, 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 the Pledged Equity InterestsSecurities, 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 Collateral 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. 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 The Company agrees to use its best efforts to cause each such Issuer issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative ---------------------------------- Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of 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 each the Issuer thereof (i) to execute and deliver, and cause the directors and officers of such the 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 reasonably advisable to register the Pledged Equity Interests Stock to be sold, 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are 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. If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction, the Pledgor Borrower agrees to use its best efforts to cause each such the Issuer 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Paragraph 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will will, to the extent the Issuer is a Subsidiary of the Pledgor, cause and, to the extent the Issuer is not a Subsidiary of the Pledgor, use its best efforts to cause each cause, the applicable Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such Issuer the applicable 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such the applicable Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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; provided, that such Issuer shall not for any such purpose be required (A) to qualify as a dealer in securities, (B) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 9(a) be obligated to be so qualified, (C) to consent to general service of process in any such jurisdiction or (D) to subject itself to taxation in any such jurisdiction.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Pledgor will use its best efforts to cause each Issuer thereof or LLC whose stock or note or membership interest, as the case may be, is to be so registered to (i) to execute and deliver, and cause the directors and officers of such Issuer or 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 reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldCollateral, 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 the Pledged Equity Interests, Collateral 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 whichthat, 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer 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 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.

Registration Rights; Private Sales. (a%3) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of 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 each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions which the 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. Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Paragraph 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will will, to the extent the Issuer is a Subsidiary of the Pledgor, cause and, to the extent the Issuer is not a Subsidiary of the Pledgor, use its best efforts to cause each cause, the applicable Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such Issuer the applicable 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 8 the Pledged Equity InterestsStock, 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 Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such the applicable Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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; provided, that such Issuer shall not for any such purpose be required (A) to qualify as a dealer in securities, (B) to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 9(a) be obligated to be so qualified, (C) to consent to general service of process in any such jurisdiction or (D) to subject itself to taxation in any such jurisdiction.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor who owns such Pledged Stock will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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. Each Pledgor jointly and severally agrees to (x) indemnify, defend and hold harmless the Collateral Agent and the other Indemnitees from and against all losses, liabilities, expenses, costs (including the reasonable fees and expenses of legal 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), 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 any other Secured Party expressly for use therein, and (y) enter into an indemnification agreement with any underwriter of or placement agent for any Pledged Stock, on its standard form, to substantially the same effect. The Pledgors will jointly and severally bear all costs and expenses of carrying out their obligations under this Section 9.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Interests or the Pledged Equity Interests Stock, as the case may be, pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Interests or the Pledged Equity InterestsStock, as the case may be, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts cause the relevant Subsidiaries to cause each Issuer thereof (i) to execute and deliver, and cause the managers, directors and or officers of such Issuer the 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 reasonable opinion of the Collateral Agent, necessary or reasonably advisable to register the Interests or the Pledged Equity Interests to be soldStock, as the case may be, 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 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 Collateral 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer the relevant Subsidiaries to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the shares of Pledged Equity Interests Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, or that portion thereof to be sold, registered under the provisions of the Securities Act, the each Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 Collateral Agent, necessary or reasonably advisable to register the shares of Pledged Equity Interests Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, or that portion of them to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, 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 Collateral 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. 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 Each Pledgor agrees to use its best efforts to cause each such Issuer the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofParagraph 8, and if in the reasonable opinion of the Administrative Agent or Infogrames U.S. it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the each relevant Pledgor will use its best efforts to cause each the applicable Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such the applicable 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 AgentAdministrative Agent or Infogrames U.S., necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when or until all such Pledged Equity Interests are sold, Stock is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentAdministrative Agent or Infogrames U.S., 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 appli-cable thereto. 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 Each Pledgor agrees to use its best efforts to cause each such the applicable Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdic-tions which the Administrative Agent or Infogrames U.S. shall reasonably designate and to make available to its security holders, as soon as practicableprac-ticable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right rights to sell any or all of the Pledged Equity Interests Securities pursuant to paragraph 8 hereofthis Section 10, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsSecurities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor each Grantor will use its best efforts to cause each Issuer the issuer thereof to (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldSecurities, 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 the Pledged Equity InterestsSecurities, 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 Collateral 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. 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 Each Grantor agrees to use its best efforts to cause each such Issuer issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) 8.1 If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 7 hereof, and if in the reasonable opinion of the Agent Lender it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), the Pledgor will use its best efforts cause the issuer of the Pledged Stock to cause each Issuer thereof (ia) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the AgentLender, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one (1) year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iiic) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentLender, 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. If the Agent shall determine The Pledgor agrees 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 cause such issuer 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Agent Pledgee shall determine to exercise its right to sell any or all of the shares of Pledged Equity Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to paragraph Section 8 hereofhereof after the occurrence and during the continuance of an Event of Default, and if in the reasonable opinion of the Agent Pledgee it is necessary or reasonably advisable to have the Pledged Equity 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 Securities Act, the Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 AgentPledgee, necessary or reasonably advisable to register the shares of Pledged Equity Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity InterestsCollateral, 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 AgentPledgee, 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. If Pledgor agrees to cause 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 Issuers 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the Agent Pledgee shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

Registration Rights; Private Sales. (a) If the Agent Secured Party shall determine to exercise its right to sell any or all of the shares of Pledged Equity Stock, any or all of the Pledged LLC Interests or any or all of the Pledged Partnership Interests pursuant to paragraph Section 8 hereofhereof after the occurrence and during the continuance of an Event of Default, and if in the reasonable opinion of the Agent Secured Party it is necessary or reasonably advisable to have the Pledged Equity 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 Securities Act, the Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 AgentSecured Party, necessary or reasonably advisable to register the shares of Pledged Equity Stock and/or the Pledged LLC Interests and/or the Pledged Partnership Interests or that portion of them to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity InterestsCollateral, 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 AgentSecured Party, 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. If Pledgor agrees to cause 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 Issuers 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" ” laws of any and all jurisdictions which the 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(a1l(a) of the Securities Act.

Registration Rights; Private Sales. (a) If the Agent Lender shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Agent Lender's Permitted Discretion, it is reasonably necessary or reasonably advisable to have the Pledged Equity Interests, Stock (or that portion thereof to be sold, ) registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause each Issuer thereof will: (i) use its reasonable best efforts to execute and deliver, and cause the directors and officers of such Issuer the 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 reasonable opinion of the AgentLender's Permitted Discretion, reasonably necessary or reasonably advisable to register the Pledged Equity Interests to be sold, Stock or that portion thereof to be sold 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 not more than at least one year from the date of the first public offering of the Pledged Equity Interests, Stock 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 whichthat, in the reasonable opinion of the AgentLender's Permitted Discretion, are reasonably 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 SEC applicable thereto. If the Agent The Pledgor 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 each such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which that the 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 that will satisfy the provisions of Section 11(a) of the Securities Act.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right rights to sell any or all of the Pledged Equity Interests Securities pursuant to paragraph 8 hereofthis Section 10, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsSecurities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor each Company will use its best efforts to cause each Issuer the issuer thereof to (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldSecurities, 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 the Pledged Equity InterestsSecurities, 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 Collateral 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. 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 Each Company agrees to use its best efforts to cause each such Issuer issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock or the Pledged Note, as the case may be, pursuant to paragraph 8 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock or the Pledged Note, as the case may be, or that portion thereof to be sold, registered under the provisions of the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), the Pledgor will use its best efforts cause the Issuer whose stock or note, as the case may be, is to cause each Issuer thereof be so registered to (i) to execute and deliver, and cause the directors and officers of such the 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 reasonably advisable to register the Pledged Equity Interests to be soldStock or the Pledged Note, as the case may be, 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 the Pledged Equity InterestsStock or the Pledged Note, as the case may be, 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 whichthat, 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. 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 The Pledgor agrees to use its best efforts to cause each such the Issuer 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 hereofParagraph 8, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the each relevant Pledgor will use its best efforts to cause each the applicable Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such the applicable 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 reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when or until all such Pledged Equity Interests are sold, 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. 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 Each Pledgor agrees to use its best efforts to cause each such the applicable Issuer 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right (on behalf of the Agents and the Lenders) to sell any or all of the shares of Pledged Equity Interests Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, pursuant to paragraph 8 hereofSection 8, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity Stock, the Pledged LLC Interests, or the Pledged Partnership Interests, as applicable, or that portion thereof to be sold, registered under the provisions of the Securities Act, the each Pledgor will use its best efforts cause any or all of the Issuers to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer 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 Collateral Agent, necessary or reasonably advisable to register the shares of Pledged Equity Interests Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, or that portion of them to be sold, 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 not more than one year from the date of the first public offering of the shares of Pledged Equity Stock, the Pledged LLC Interests, the Pledged Partnership Interests, as applicable, 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 Collateral 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. 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 Each Pledgor agrees to use its best efforts to cause each such Issuer the Issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Agent Secured Party shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock (or other applicable Collateral) pursuant to paragraph Section 8 hereof, and if in the reasonable opinion judgment of the Agent Secured Party it is necessary or reasonably advisable to have the Pledged Equity InterestsStock (or other applicable Collateral), or that any portion thereof thereof, to be sold, sold in a transaction which is required to be registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts cause TFCI and/or AVest, as the case may be, to cause each Issuer thereof (i) to execute and deliver, and cause the directors and officers of such Issuer the 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 AgentSecured Party, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock (and, if requested by the Secured Party, such other Collateral), or that portion thereof to be sold sold, under the provisions of the Securities Act, (ii) to use its Pledgor's best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year from the date of the first public offering of the Pledged Equity InterestsStock (and if requested by the Secured Party, such other Collateral) 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 AgentSecured Party, 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer TFCI and/or AVest, as the case may be, to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Agent Pledgee shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph Section 8 hereof, and if in the reasonable opinion of the Agent Pledgee it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor who owns such Pledged Stock will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 AgentPledgee, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 not more than (A) one year from the date of the first public offering of the Pledged Equity InterestsStock and (B) such time that all of the Pledged Stock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, is sold and (iii) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentPledgee, 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. If the Agent shall determine to exercise its right to sell any or all of the The Pledgor who owns such 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 Stock agrees to use its best efforts to cause each such Issuer to comply with the provisions of the securities or "Blue Sky" <> laws of any and all jurisdictions which the Agent Pledgee shall reasonably designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.)

Registration Rights; Private Sales. (a) If the Agent Trustee shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 8(b) hereof, and if in the reasonable opinion of the Agent Trustee it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the each Pledgor will use its best efforts to cause each the Issuer thereof to (i1) to execute and deliver, and cause the directors and officers of 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 AgentTrustee, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, or that portion thereof to be sold 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 not more than one year from the date of the first public offering of the Pledged Equity InterestsStock, or that portion thereof to be sold, ending when all such Pledged Equity Interests are sold, and (iii3) to make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the AgentTrustee, are necessary or reasonably advisable, all in conformity conformity, with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. 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 Each Pledgor agrees to use its best efforts to cause each the such Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Agent Trustee 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph 8 9 hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will use its best efforts to cause each Issuer thereof whose stock or note or membership interest, as the case may be, is to be so registered to (i) to execute and deliver, and cause the directors and officers of such Issuer 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 reasonable opinion of the Administrative Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldCollateral, 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 the Pledged Equity Interests, Collateral 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 whichthat, in the reasonable opinion of the Agent, 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer 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.

Registration Rights; Private Sales. (a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Stock pursuant to paragraph 8 Section 8(b) hereof, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsStock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor Borrower will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of such the 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 Collateral Agent, necessary or reasonably advisable to register the Pledged Equity Interests to be soldStock, 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 the Pledged Equity InterestsStock, 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 Collateral 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. 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 The Borrower agrees to use its best efforts to cause each such the Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the 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.

Registration Rights; Private Sales. (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Interests Collateral pursuant to paragraph 8 Section 8(b) hereof, and if in the reasonable opinion of the Administrative Agent it is necessary or reasonably advisable to have the Pledged Equity InterestsCollateral, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Pledgor will use its best efforts to cause each the Issuer thereof to (i) to execute and deliver, and cause the directors and officers of 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 reasonably advisable to register the Pledged Equity Interests to be soldCollateral, 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 the Pledged Equity InterestsCollateral, 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. 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 The Pledgor agrees to use its best efforts to cause each such Issuer 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.