Common use of Private Sales Clause in Contracts

Private Sales. If the Lender shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 7 hereof, and if in the reasonable opinion of the Lender it is necessary or advisable to have the Pledged 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 cause the Borrower whose stock is to be so registered to (i) execute and deliver, and use its best efforts to cause the directors and officers of Lehi or Plymouth, 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 Lender, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which the Lender shall reasonably designate, and use its best efforts to cause Lehi or Plymouth, as the case may be, 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 ll(a) of the Securities Act.

Private Sales. If The Pledgor recognizes that the Lender shall determine Pledgee may be unable to exercise its right to sell any effect a public sale or all other disposition of the Pledged Stock pursuant to Section 7 hereof, and if Shares by reason of certain prohibitions contained in the reasonable opinion of the Lender it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "“Securities Act"”), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Pledgee shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Pledgee agrees that any sale of the Pledged Shares shall be made in a commercially reasonable manner, and the Pledgor will agrees to use its commercially reasonable efforts to cause the Borrower whose stock is issuer or issuers of the Pledged Shares contemplated to be so registered sold, to (i) execute and deliver, and use its best efforts to cause the directors and officers of Lehi or Plymouth, as the case may be, such issuer to execute and deliver, all at the Pledgor’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderPledgee, necessary or advisable to register the exempt such Pledged Stock, or that portion thereof to be sold, Shares from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderPledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best commercially reasonable efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions jurisdiction which the Lender Pledgee shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act...

Private Sales. If Each Company recognizes that the Lender shall determine Collateral Agent may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Collateral Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and each Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderCollateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Each Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Collateral Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Agent may be unable to exercise its right to sell any or all ------------- effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi or Plymouth, as the case may be, such issuer 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 ll(a(S).11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Agent may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If The Pledgor recognizes that the Lender shall determine Holder may be unable to exercise its right to sell any effect a public sale or all other disposition of the Pledged Stock pursuant to Section 7 hereof, and if Shares by reason of certain prohibitions contained in the reasonable opinion of the Lender it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended 1933 (the "Securities Act"), federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Holder shall be under no obligation to delay a sale of any of the Pledged Shares for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other appl icable laws, even if the Issuer would agree to do so. Subject to the foregoing, the Holder agrees that any sale of the Pledged Shares shall be made i n a commercially reasonable manner, and the Pledgor will cause the Borrower whose stock is agrees to be so registered to (i) execute and deliver, and use its best efforts to cause the directors and officers Issuer of Lehi or Plymouth, as the case may bePledged Shares contemplated to be sold, to execute and deliver, and cause the directors and officers of the Issuer to execute and deliver, all at such Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderHolder, necessary or advisable to register the exempt such Pledged Stock, or that portion thereof to be sold, Shares from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderHolder, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered Issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Holder shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi or Plymouth, as the case may be, Issuer 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Collateral Agent may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Collateral Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderCollateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Collateral Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a(S)11(a) of the Securities Act.

Private Sales. If The Borrowers recognize that the Lender shall determine Agent may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Borrowers agree that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof any sale of the Stock shall be made in a commercially reasonable manner, and the Borrowers agree to use thier best efforts to cause the issuer or issuers of the Stock contemplated to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to be so registered to (i) execute and deliver, and use its best efforts to cause the directors and officers of Lehi or Plymouth, as the case may be, such issuer to execute and deliver, all at the Borrowers’ expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees Borrowers further agree to use its their best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If Holdings recognizes that the Lender shall determine Agent may be unable ------------- to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Holdings agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and Holdings agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at Holdings' expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Holdings further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Bank may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Bank shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Bank agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderBank, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderBank, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Bank shall reasonably designate, and use its best efforts to cause Lehi or Plymouth, as the case may be, 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 ll(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Agent may ------------- be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi or Plymouth, as the case may be, such issuer 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 ll(a(S).11(a) of the Securities Act.

Private Sales. If (a) The Company covenants that it will file the Lender shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 7 hereof, and if in the reasonable opinion of the Lender it is necessary or advisable to have the Pledged Stock, or that portion thereof reports required to be sold, registered filed by it under the provisions of the Securities Act of 1933, as amended (and the "Securities Act"), the Pledgor will cause the Borrower whose stock is to be so registered to (i) execute and deliver, and use its best efforts to cause the directors and officers of Lehi or Plymouth, 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 Lender, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Lender, are necessary or advisable, all in conformity with the requirements of the Securities Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Registrable Securities, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause Lehi or PlymouthAct, as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the case may be, whose stock is to be so registered to comply with SEC. Upon the provisions of the securities or "Blue Sky" laws reasonable request of any and all jurisdictions which Holder of Registrable Securities, the Lender shall reasonably designateCompany will deliver to such Holder a written statement as to whether it has complied with such requirements and, and use its best efforts to cause Lehi or Plymouthif not, as the case may be, specifics thereof. (b) The Company agrees to make available upon reasonable notice at reasonable times and for reasonable periods in connection with any Person expressing a bona fide interest in acquiring Equity Securities pursuant to its security holderssales exempt from registration under the Securities Act (“Private Sales”) for inspection by a Representative appointed by each of TPG and JPMP and by any attorney, as soon as practicableaccountant or other agent or Representative retained by such Holders or any such purchaser, an earnings statement (which need not be audited) which will satisfy the provisions of Section ll(a) all pertinent financial and other records, pertinent corporate documents, properties and assets of the Securities ActCompany and its subsidiaries, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and its subsidiaries and to supply all information reasonably requested by any such Person in connection with such Private Sale as shall be necessary to enable them to exercise their due diligence; provided that any such Person gaining access to information regarding the Company pursuant to this Section 2.10(b) shall agree (on customary terms) to hold in strict confidence and shall not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required (by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has knowledge, (y) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person.

Private Sales. If The Company recognizes that the Lender shall determine Administrative Agent may be unable to exercise its right to sell any effect a public sale or all other disposition of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Administrative Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAdministrative Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAdministrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "“Blue Sky" ” laws of any and all jurisdictions jurisdiction which the Lender Administrative Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi or Plymouth, as the case may be, such issuer 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Agent may be ------------- unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If (a) Each Grantor recognizes that the Lender shall determine Administrative Agent may be unable to exercise its right to sell effect a public sale of any or all the Pledged Stock and Pledged Interests, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall 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 Stock pursuant or Pledged Interests for the period of time necessary to Section 7 hereof, and if in permit the reasonable opinion of Issuer thereof to register such securities for public sale under the Lender it is necessary or advisable to have the Pledged StockSecurities Act, or that portion thereof under applicable state securities laws, even if such Issuer would agree to be sold, registered under the provisions of the Securities Act of 1933, as amended do so. (the "Securities Act"), the Pledgor will cause the Borrower whose stock is b) Each Grantor agrees to be so registered to (i) execute and deliver, and use its best efforts to cause the directors and officers of Lehi or Plymouth, 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 be necessary to make such sale or sales of the Lender, necessary all or advisable to register the Pledged Stock, or that any portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof Stock and Pledged Interests pursuant to be sold, this Section valid and (iii) make all amendments thereto and/or to the related prospectus which, binding and in the reasonable opinion of the Lender, are necessary or advisable, all in conformity compliance with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions which other applicable Requirements of Law. Each Grantor further agrees that a breach of any of the Lender covenants contained in this Section will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall reasonably designatebe specifically enforceable against such Grantor, and use its best efforts such Grantor hereby waives and agrees not to cause Lehi or Plymouth, as assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the case may be, 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 ll(a) of the Securities ActCredit Agreement.

Private Sales. If The Borrower recognizes that the Lender shall determine Agent may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933Stock shall be made in a commercially reasonable manner, as amended (the "Securities Act"), the Pledgor will cause and the Borrower whose stock is agrees to be so registered to (i) execute and deliver, and use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Borrower's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderAgent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderAgent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Borrower further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Secured Party may be unable to exercise its right to sell any effect a public sale or all other disposition of the Pledged Stock pursuant to Section 7 hereof, and if Equity Interests by reason of certain prohibitions contained in the reasonable opinion of the Lender it is necessary or advisable to have the Pledged 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 cause the Borrower whose stock is to be so registered to (i) execute and deliverfederal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the Equity Interests for the period of time necessary to permit the issuer of such Equity Interests to register such Equity Interests for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Secured Party agrees that any sale of the Equity Interests shall be made in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beEquity Interests contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderSecured Party, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Equity Interests from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderSecured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Secured Party shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Collateral Agent ------------- may be unable to exercise its right to sell any or all effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Collateral Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer or issuers of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderCollateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderCollateral Agent, are necessary or advisable, all an in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi such issuer or Plymouth, as the case may be, whose stock is to be so registered issuers to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Collateral Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi such issuer or Plymouth, as the case may be, issuers 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 ll(a11(a) of the Securities Act.

Private Sales. If The Company recognizes that the Lender shall determine Collateral Agent may be unable to exercise its right to sell any or all ------------- effect a public sale of the Pledged Stock pursuant to Section 7 hereofby reason of certain prohibitions contained in the Securities Act, federal banking laws, and other applicable laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Company agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in the a commercially reasonable opinion manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Lender it is Stock for the period of time necessary or advisable to have permit the Pledged Stockissuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Collateral Agent agrees that portion thereof to be sold, registered under the provisions any sale of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor will cause the Borrower whose stock is to Stock shall be so registered to (i) execute and delivermade in a commercially reasonable manner, and the Company agrees to use its best efforts to cause the directors and officers issuer of Lehi or Plymouth, as the case may beStock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Company's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may bebe necessary or, in the reasonable opinion of the LenderCollateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, exempt such Stock from registration under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus such instruments and documents which, in the reasonable opinion of the LenderCollateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor Company further agrees to use its best efforts to cause Lehi or Plymouth, as the case may be, whose stock is to be so registered such issuer to comply with the provisions of the securities or "Blue Sky" laws of any and all jurisdictions jurisdiction which the Lender Collateral Agent shall reasonably designatedesignate and, and use its best efforts if required, to cause Lehi or Plymouth, as the case may be, such issuer 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 ll(a11(a) of the Securities Act.