Amended And Restated Limited Liability Company Agreement

Exhibit 10.28


BCLA L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF APRIL 15, 2008


TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1.1. Definitions 1

1.2. Terms Generally 15

ARTICLE II GENERAL PROVISIONS

2.1. Managing, Regular and Special Members 16

2.2. Formation; Name; Foreign Jurisdictions 16

2.3. Term 16

2.4. Purposes; Powers 16

2.5. Place of Business 18

ARTICLE III MANAGEMENT

3.1. Managing Member 19

3.2. Member Voting, etc. 19

3.3. Management 19

3.4. Responsibilities of Members 21

3.5. Exculpation and Indemnification 21

3.6. Representations of Members 22

3.7. Tax Information 23

ARTICLE IV CAPITAL OF THE COMPANY

4.1. Capital Contributions by Members 23

4.2. Interest 30

4.3. Withdrawals of Capital 30

ARTICLE V PARTICIPATION IN PROFITS AND LOSSES

5.1. General Accounting Matters 30

5.2. GP-Related Capital Accounts; Tax Capital Accounts 32

5.3. GP-Related Profit Sharing Percentages 32

5.4. Allocations of GP-Related Net Income (Loss) 33

5.5. Liability of Members 34

5.6. [Intentionally omitted.] 34

5.7. Repurchase Rights, etc. 34

5.8. Distributions 34

5.9. Business Expenses 40

5.10. Tax Capital Accounts; Tax Allocations 40


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TABLE OF CONTENTS

(continued)

Page

ARTICLE VI ADDITIONAL MEMBERS; WITHDRAWAL OF MEMBERS; SATISFACTION AND DISCHARGE OF COMPANY INTERESTS; TERMINATION

6.1. Additional Members 41

6.2. Withdrawal of Members 41

6.3. GP-Related Member Interests Not Transferable 42

6.4. Consequences upon Withdrawal of a Member 43

6.5. Satisfaction and Discharge of a Withdrawn Member' s GP-Related Interest 43

6.6. Dissolution of the Company 47

6.7. Certain Tax Matters 47

6.8. Special Basis Adjustments 49

ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

7.1. Capital Commitment Interests, etc 49

7.2. Capital Commitment Capital Accounts 50

7.3. Allocations 50

7.4. Distributions 50

7.5. Valuations 54

7.6. Disposition Election 55

7.7. Capital Commitment Special Distribution Election 55

ARTICLE VIII WITHDRAWAL, ADMISSION OF NEW MEMBERS

8.1. Member Withdrawal; Repurchase of Capital Commitment Interests 55

8.2. Transfer of Member' s Capital Commitment Interest 59

8.3. Compliance with Law. 60

ARTICLE IX DISSOLUTION

9.1. Dissolution 60

9.2. Final Distribution 60

9.3. Amounts Reserved Related to Capital Commitment Member Interests 60

ARTICLE X MISCELLANEOUS

10.1. Submission to Jurisdiction; Waiver of Jury Trial 61

10.2. Ownership and Use of the Company Name 62

10.3. Written Consent 62

10.4. Letter Agreements; Schedules 62

10.5. Governing Law; Separability of Provisions 63

10.6. Successors and Assigns 63

10.7. Confidentiality 63


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TABLE OF CONTENTS

(continued)

Page

10.8. Notices 64

10.9. Counterparts 64

10.10. Power of Attorney 64

10.11. Member' s Will 64

10.12. Cumulative Remedies 64

10.13. Legal Fees 64

10.14. Entire Agreement 65


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BCLA L.L.C.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BCLA L.L.C. (the " Company" ), dated as of April 15, 2008, by and among Blackstone Holdings III L.P., a Que9bec socie9te9 en commandite9 (the " Managing Member" or " Holdings" ), the other members of the Company as provided on the signature pages hereto, and such other persons that are admitted to the Company as members after the date hereof in accordance herewith.

W I T N E S S E T H

WHEREAS, the Company was formed under the LLC Act (defined below) pursuant to a certificate of formation filed in the office of the Secretary of State of the State of Delaware on September 14, 2007;

WHEREAS, the original limited liability company agreement of the Company was executed as of September 14, 2007 (the " Original Operating Agreement" ); and

WHEREAS, the parties hereto now wish to amend and restate the Original Operating Agreement in its entirety as of the date hereof and as more fully set forth below.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

1.1. Definitions . Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

" Advancing Party" has the meaning set forth in Section 7.1(b).

" Affiliate" when used with reference to another person means any person (other than the Company), directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other person. " Agreement" means this Amended and Restated Limited Liability Company Agreement, as it may be further amended and restated from time to time.

" Alternative Investment Vehicle" means any investment vehicle or structure formed pursuant to paragraph 2.7 of the BCLP Partnership Agreement or any other " Alternative Investment Vehicle" (as defined in any other BCLP Agreements). " Applicable Collateral Percentage" shall have the meaning with respect to any Firm Collateral and Special Firm Collateral, in each case, as set forth on the books and records of the Company with respect thereto.

" Bankruptcy" means, with respect to any person, the occurrence of any of the following events: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee or custodian of his assets; (ii) the filing by such person of a voluntary petition in Bankruptcy or the seeking of relief under Title 11 of the United States Code, as now constituted or hereafter amended, or the filing of a pleading in any court of record admitting in writing his

inability to pay his debts as they become due; (iii) the failure of such person to pay his debts as such debts become due; (iv) the making by such person of a general assignment for the benefit of creditors; (v) the filing by such person of an answer admitting the material allegations of, or his consenting to, or defaulting in answering, a Bankruptcy petition filed against him in any Bankruptcy proceeding or petition seeking relief under Title 11 of the United States Code, as now constituted or as hereafter amended; or (vi) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or insolvent or for relief in respect of such person or appointing a trustee or custodian of his assets and the continuance of such order, judgment or decree unstayed and in effect for a period of 60 consecutive days.

" BCLA" means Blackstone Credit Liquidity Associates L.L.C., a Delaware limited liability company and the general partner of BCLP.

" BCLA LLC Agreement" means the Limited Liability Company Agreement of Blackstone Credit Liquidity Associates L.L.C., dated as of September 12, 2007, as it may be amended, supplemented or otherwise modified from time to time.

" BCLP" is the collective reference to Blackstone Credit Liquidity Partners L.P., a Delaware limited partnership, and any Alternative Investment Vehicle relating thereto. " BCLP Co-Invest L.P." is the collective reference to Blackstone Credit Liquidity Co-Investors (Alberta) L.P., an Alberta, Canada limited partnership, and any alternative investment vehicle relating thereto.

" BCLP Agreements" is the collective reference to (i) the BCLP Partnership Agreement and (ii) the similar agreements of any Alternative Investment Vehicles.

" BCLP Co-Invest Agreements" is the collective reference to (i) the Amended and Restated Agreement of Limited Partnership, dated as of December 21, 2007, of Blackstone Credit Liquidity Co-Investors (Alberta) L.P., as may be amended, supplemented or otherwise modified from time to time, and (ii) the similar agreements of any alternative investment vehicles thereto. " BCLP Partnership Agreement" is the Amended and Restated Agreement of Limited Partnership, dated as of October 12, 2007, of Blackstone Credit Liquidity Partners L.P., as may be amended, supplemented or otherwise modified from time to time.

" BCOM" means (i) Blackstone Communications Partners I L.P., a Delaware limited partnership, and (ii) any other investment vehicle established pursuant to Article 2 of the partnership agreement for the partnership referred to in clause (i) above.

" BCP" means Blackstone Capital Partners L.P., a Delaware limited partnership, and any investment vehicle established in accordance with the terms of Blackstone Capital Partners L.P.' s partnership agreement to invest in lieu of Blackstone Capital Partners L.P. on behalf of one or more of the partners thereof.

" BCP II" means Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, any investment vehicle established pursuant to paragraph 2.7 of such partnership' s partnership agreement, Blackstone Offshore Capital Partners II L.P., a Cayman Islands exempted limited partnership, and any investment vehicle established pursuant to paragraph 2.7 of such partnership' s partnership agreement.


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" BCP III" means Blackstone Capital Partners III Merchant Banking Fund L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners III L.P., a Cayman Islands exempted limited partnership, and any investment vehicle established pursuant to paragraph 2.7 of the respective partnership agreement of either of such partnerships.

" BCP IV" is the collective reference to Blackstone Capital Partners IV L.P., a Delaware limited partnership, and any alternative investment vehicle relating thereto and any parallel fund.

" BCP V" is the collective to (i) Blackstone Capital Partners V L.P., a Delaware limited partnership, and any Alternative Investment Vehicle relating thereto, (ii) BCP V-S L.P., a Delaware limited partnership, and any Alternative Investment Vehicle relating thereto, and (iii) Blackstone Capital Partners V-AC L.P., a Delaware limited partnership, and any alternative investment vehicle relating thereto. " BFCOMP" means Blackstone Family Communications Partnership I L.P., Blackstone Family Communications Partnership I-SMD L.P. and any other partnership that is an Affiliate thereof and has terms substantially similar to those of the foregoing partnerships and is formed in connection with the participation by one or more partners thereof directly or indirectly in investments in securities also purchased by BCOM or any other funds with substantially similar investment objectives to BCOM and that are sponsored or managed by an Affiliate of the Company (which includes serving as general partner of such funds).

" BFCOMP Agreement" means the Amended and Restated Agreements of Limited Partnership dated as of June 29, 2000 of Blackstone Family Communications Partnership I L.P. and any other BFCOMP limited partnership agreement.

" BFCOMP Investment" means any direct or indirect investment by BFCOMP.

" BFIP" means Blackstone Capital Associates II L.P., Blackstone Capital Associates III L.P., Blackstone Family Investment Partnership II L.P., Blackstone Family Investment Partnership III L.P., Blackstone Family Investment Partnership IV - A L.P. , Blackstone Family Investment Partnership IV - A SMD L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V - SMD L.P. and any other entity that is an Affiliate thereof and has terms similar to those of the foregoing partnerships and is formed in connection with the participation by one or more of the partners thereof in investments in securities also purchased by BCP, BCP II, BCP III, BCP IV, BCP V or any other fund with substantially similar investment objectives to BCP, BCP II, BCP III, BCP IV and BCP V and that are sponsored or managed by an Affiliate of the Company (which includes serving as general partner of such funds). " BFIP Agreement" means the Agreement of Limited Partnership dated as of December 21, 1995 of Blackstone Capital Associates II L.P., the Agreement of Limited Partnership dated as of June 27, 1997 of Blackstone Capital Associates III L.P., the Limited Partnership Agreement dated as of December 14, 1995 of Blackstone Family Investment Partnership II L.P., the Limited Partnership Agreements dated as of June 27, 1997 of Blackstone Family Investment Partnership III L.P., the Amended and Restated Agreements of Limited Partnership dated as of November 9, 2001 of Blackstone Family Investment Partnership IV - A L.P., and the Amended and Restated Agreements of Limited Partnership dated as of October 14, 2005, of Blackstone Family Investment Partnership V L.P., as each of such agreements may be amended, supplemented or otherwise modified from time to time, and any other BFIP limited partnership agreement.


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" BFIP Investment" means any direct or indirect investment by BFIP.

" BFMEZP" means Blackstone Family Mezzanine Partnership - SMD L.P., Blackstone Family Mezzanine Partnership II-SMD L.P., Blackstone Mezzanine Holdings L.P., Blackstone Mezzanine Holdings II L.P., and any other entity that is an Affiliate thereof and that has terms substantially similar to those of the foregoing partnerships and is formed in connection with the participation by one or more partners thereof directly or indirectly in investments in securities also purchased by BMEZP I, BMEZP II or any other funds with substantially similar investment objectives to BMEZP I and BMEZP II and that are sponsored or managed by an Affiliate of the Company (which includes serving as general partner of such funds).

" BFMEZP Agreement" means the Limited Partnership Agreement dated as of March 22, 1999 of Blackstone Mezzanine Holdings L.P., the Amended and Restated Agreements of Limited Partnership dated as of June 10, 2005 of Blackstone Mezzanine Holdings II L.P., as each of such agreements may be amended, supplemented or otherwise modified from time to time, and any other BFMEZP limited partnership agreement. " BFMEZP Investment" means any direct or indirect investment by BFMEZP. " BFREP" means Blackstone Family Real Estate Partnership L.P., Blackstone Family Real Estate Partnership II L.P., Blackstone Family Real Estate Partnership III L.P., Blackstone Family Real Estate Partnership International - A SMD L.P., Blackstone Family Real Estate Partnership IV-SMD L.P., Blackstone Family Real Estate Partnership International II-SMD L.P., Blackstone Family Real Estate Partnership V-SMD L.P., Blackstone Family Real Estate Partnership VI-SMD L.P., Blackstone Real Estate Holdings L.P., Blackstone Real Estate Holdings II L.P., Blackstone Real Estate Holdings III L.P., Blackstone Real Estate Holdings International - A L.P., Blackstone Real Estate Holdings IV L.P., Blackstone Real Estate Holdings International II L.P., Blackstone Real Estate Holdings V L.P., Blackstone Real Estate Holdings VI L.P., Blackstone Real Estate Holdings Europe III L.P., Blackstone Family Real Estate Partnership Europe III-SMD L.P. and any other entity that is an Affiliate thereof and that has terms substantially similar to those of the foregoing partnerships and is formed in connection with the participation by one or more partners thereof in real estate and real estate-related investments also purchased by BREP and any other funds with substantially similar investment objectives to BREP and that are sponsored or managed by an Affiliate of the General Partner (which includes serving as general partner of such funds).

" BFREP Agreement" means the Agreement of Limited Partnership, dated as of May 20, 1996, of Blackstone Real Estate Capital Associates L.P., the Agreements of Limited Partnership, dated as of October 21, 1996, of Blackstone Family Real Estate Partnership II L.P., Blackstone Real Estate Holdings II L.P. and Blackstone Real Estate Capital Associates II L.P., the Agreements of Limited Partnership, dated as of October 21, 1998, of Blackstone Family Real Estate Partnership III L.P., Blackstone Real Estate Holdings III L.P. and Blackstone Real Estate Capital Associates III L.P., the Amended and Restated Agreements of Limited Partnership, dated as of July 26, 2001, of Blackstone Real Estate Holdings International - A L.P., the Amended and Restated Agreements of Limited Partnership, dated as of September 9, 2002, of Blackstone Real Estate Holdings IV L.P., the Amended and Restated Agreements of Limited Partnership, dated as of August 5, 2005, of Blackstone Real Estate Holdings International II L.P., the Amended and Restated Agreements of Limited Partnership, dated as of December 14, 2005, of Blackstone Real Estate Holdings V L.P., and the Amended and Restated Agreements of Limited Partnership, dated as of February 8, 2007, of Blackstone Real Estate Holdings VI L.P., the Agreement of Limited Partnership, dated as of December 19, 2007, of Blackstone Real Estate Holdings Europe III L.P.


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and the Agreement of Limited Partnership, dated as of December 19, 2007, of Blackstone Family Real Estate Partnership Europe III-SMD L.P. as each of such agreements may be amended, supplemented or otherwise modified from time to time, and any other BFREP limited partnership agreement.

" BFREP Investment" means any direct or indirect investment by BFREP.

" Blackstone Capital Commitment" has the meaning set forth in the BCLP Agreements.

" BMEZP I" means (i) Blackstone Mezzanine Partners L.P., a Delaware limited partnership, and (ii) any other investment vehicle established pursuant to Article 2 of the partnership agreement for the partnership referred to in clause (i) above.

" BMEZP II" means (i) Blackstone Mezzanine Partners II L.P., a Delaware limited partnership, and (ii) any other investment vehicle established pursuant to Article 2 of the partnership agreement for the partnership referred to in clause (i) above. " BREP" means BREP VI and any of its predecessor funds. " BREP VI" means (i) Blackstone Real Estate Partners VI L.P., Blackstone Real Estate Partners VI.TE.1 L.P., Blackstone Real Estate Partners VI.TE.2 L.P. and Blackstone Real Estate Partners VI.F L.P., each a Delaware limited partnership, (ii) any other Parallel Funds or other Supplemental Capital Vehicles (each as defined in the BREP VI Partnership Agreement), or (iii) any other investment vehicle established pursuant to Article 2 of the respective partnership agreements for any of the partnerships referred to in clause (i) above. " BREP VI Partnership Agreement" means the collective reference to the Amended and Restated Agreements of Limited Partnership of BREP VI, dated as of February 8, 2007, as may be amended, supplemented or otherwise modified from time to time.

" Capital Commitment BCLP Investment" means the Company' s interest (if any) in a specific investment of BCLP pursuant to the BCLP Partnership Agreement in the Company' s capacity as a capital partner of BCLP.

" Capital Commitment BCLP Commitment" means the Company' s Capital Commitment (as defined in the BCLP Partnership Agreement) to BCLP that relates solely to the Capital Commitment BCLP Interest.

" Capital Commitment BCLP Interest" means the Interest (as defined in the BCLP Partnership Agreement) of the Company as a capital partner in BCLP.

" Capital Commitment Capital Account" means, with respect to each Capital Commitment Investment for each Member, the account maintained for such Member to which are credited such Member' s contributions to the Company with respect to such Capital Commitment Investment and any net income allocated to such Member pursuant to Section 7.3 with respect to such Capital Commitment Investment and from which are debited any distributions with respect to such Capital Commitment Investment to such Member and any net losses allocated to such Member with respect to such Capital Commitment Investment pursuant to Section 7.3. In the case of any such distribution in kind, the Capital Commitment Capital Accounts for the related Capital Commitment Investment shall be adjusted as if the asset distributed had been sold in a taxable transaction and the proceeds distributed in cash, and any resulting gain or loss on such sale shall be allocated to the Members participating in such Capital Commitment Investment pursuant to Section 7.3.


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" Capital Commitment Class A Interest" has the meaning set forth in Section 7.4(f).

" Capital Commitment Class B Interest" has the meaning set forth in Section 7.4(f).

" Capital Commitment Defaulting Party" has the meaning specified in Section 7.4(g)(ii).

" Capital Commitment Deficiency Contribution" has the meaning specified in Section 7.4(g)(ii).

" Capital Commitment Disposable Investment" has the meaning set forth in Section 7.4(f).

" Capital Commitment Distributions" means, with respect to each Capital Commitment Investment, all amounts of distributions, received by the Company with respect to such Capital Commitment Investment solely in respect of the Capital Commitment BCLP Interest, less any costs, fees and expenses of the Company with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Company that are anticipated with respect thereto, in each case which the Managing Member may allocate to all or any portion of such Capital Commitment Investment as it may determine in good faith is appropriate.

" Capital Commitment Giveback Amount" has the meaning set forth in Section 7.4(g).

" Capital Commitment Interest" means the interest of a Member in a specific Capital Commitment Investment as provided herein.

" Capital Commitment Investment" means any Capital Commitment BCLP Investment, but shall exclude any GP-Related Investment. The Managing Member shall determine who may participate in such Capital Commitment Investment. " Capital Commitment Liquidating Share" with respect to each Capital Commitment Investment means, in the case of dissolution of the Company, the related Capital Commitment Capital Account of a Member (less amounts reserved in accordance with Section 9.3) as of the close of business on the effective date of dissolution. " Capital Commitment Member Carried Interest" means, with respect to any Member, the aggregate amount of distributions or payments received by such Member (in any capacity) from Affiliates of the Company in respect of or relating to " carried interest" . " Capital Commitment Member Carried Interest" includes any amount initially received by an Affiliate of the Company from any fund to which such Affiliate serves as general partner (or other similar capacity) that exceeds such Affiliate' s pro rata share of distributions from such fund based upon capital contributions thereto (or the capital contributions to make the investment of such fund giving rise to such " carried interest" ).

" Capital Commitment Member Interest" means a Member' s interest in the Company with respect to the Capital Commitment BCLP Interest. " Capital Commitment Net Income (Loss)" with respect to each Capital Commitment Investment means all amounts of income received by the Company with respect to such Capital


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Commitment Investment, including without limitation gain or loss in respect of the disposition, in whole or in part, of such Capital Commitment Investment, less any costs, fees and expenses of the Company allocated thereto and less reasonable reserves for payment of costs, fees and expenses of the Company anticipated to be allocated thereto. " Capital Commitment Profit Sharing Percentage" with respect to each Capital Commitment Investment means the percentage interest of a Member in Capital Commitment Net Income (Loss) from such Capital Commitment Investment set forth in the books and records of the Company.

" Capital Commitment Recontribution Amount" has the meaning set forth in Section 7.4(g).

" Capital Commitment-Related Capital Contributions" has the meaning set forth in Section 7.1(a).

" Capital Commitment-Related Commitment ," with respect to any Member, means such Member' s commitment to the Company relating to such Member' s Capital Commitment Member Interest, as set forth in the books and records of the Company.

" Capital Commitment Special Distribution" has the meaning set forth in Section 7.7(a).

" Capital Commitment Value" has the meaning set forth in Section 7.5.

" Carried Interest" shall mean (i) " Carried Interest Distributions" as defined in the BCLP Partnership Agreement, and (ii) any other carried interest distribution to a Fund GP pursuant to any BCLP Agreement. In the case of each of (i) and (ii) above, except as determined by the Managing Member, the amount shall not be less any costs, fees and expenses of the Company with respect thereto and less reasonable reserves for payment of costs, fees and expenses of the Company that are anticipated with respect thereto (in each case which the Managing Member may allocate amongst all or any portion of the GP-Related Investments as it determines in good faith is appropriate).

" Carried Interest Give Back Percentage" shall mean, for any Member or Withdrawn Member, subject to Section 5.8(e), the percentage determined by dividing (A) the aggregate amount of distributions received by such Member or Withdrawn Member from the Company or any Other Fund GPs in respect of Carried Interest by (B) the aggregate amount of distributions made to all Members, Withdrawn Members or any other person by the Company or any Other Fund GP in respect of Carried Interest. For purposes of determining " Carried Interest Give Back Percentage" hereunder, all Trust Amounts contributed to the Trust by the Company or any Other Fund GPs on behalf of a Member or Withdrawn Member (but not the Trust Income thereon) shall be deemed to have been initially distributed or paid to the Members and Withdrawn Members as members of the Company or any of the Other Fund GPs. " Carried Interest Sharing Percentage" means, with respect to each GP-Related Investment, the percentage interest of a Member in Carried Interest from such GP-Related Investment set forth in the books and records of the Company.

" Cause" means the occurrence or existence of any of the following with respect to any Member, as determined fairly, reasonably, on an informed basis and in good faith by the Managing Member: (i) (w) any breach by any Member of any provision of any non-competition


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agreement, (x) any material breach of this Agreement or any rules or regulations applicable to such Member that are established by the Managing Member, (y) such Member' s deliberate failure to perform his or her duties to the Company, or (z) such Member' s committing to or engaging in any conduct or behavior that is or may be harmful to the Company in a material way as determined by the Managing Member; provided, that in the case of any of the foregoing clauses (w), (x), (y) and (z), the Managing Member has given such Member written notice (a " Notice of Breach" ) within fifteen days after the Managing Member becomes aware of such action and such Member fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt of such Notice of Breach from the Managing Member (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that such Member is diligently pursuing such cure); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company; or (iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere ) of a felony or crime (including any misdemeanor charge involving moral turpitude, false statements or misleading omissions, forgery, wrongful taking, embezzlement, extortion or bribery), or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations of the applicable securities industry, that such Member individually has violated any applicable securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body (including, without limitation, any licensing requirem ...