Common use of PLEDGE; RIGHTS AND REMEDIES Clause in Contracts

PLEDGE; RIGHTS AND REMEDIES. (a) As collateral security for the due payment and performance of the Obligations (all hereinafter called the “Pledgor’s Obligations”), the Pledgor hereby pledges, assigns, hypothecates, delivers, and sets over to Oak Street all of its right, title and interest in and to the Pledged Interests, and hereby grants to Oak Street a security interest in all of its right, title and interest in and to (together with the Additional Collateral, the “Pledged Collateral”): (i) the Pledged Interests (whether now owned or existing or hereafter arising or acquired, whether the same constitutes “general intangibles”, “investment property”, a “security” or other personal property under the Uniform Commercial Code, and whether such interest is certificated or uncertificated), (ii) all right, title and interest of Pledgor under the bylaws, stockholders agreement or like governing document for Holdings, (iii) all replacements of, additions to and substitutions for any of the foregoing, including all claims against third parties, (iv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Pledged Interests or are otherwise necessary in the collection thereof or realization thereupon, and (v) the proceeds, thereof. (b) If the Pledgor shall become entitled to receive or shall receive any stock, equity, warrants, or voting trust certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital), option or rights (all of the foregoing being, collectively, “Additional Collateral”), whether as an addition to, in substitution of, or in exchange for any Pledged Interests, or otherwise, the Pledgor shall accept any such instruments as Oak Street’s agent, shall hold them in trust for Oak Street, and shall deliver them forthwith to Oak Street in the exact form received, with the Pledgor’s endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Oak Street, subject to the terms hereof and the Credit Documents, as further collateral security for the Pledgor’s Obligations. All certificates or instruments representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Oak Street pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Oak Street. (c) Upon the occurrence and continuation of an Event of Default, any or all of the Pledged Interests held by Oak Street hereunder may, at the option of Oak Street, be registered in the name of Oak Street or its nominee as Oak Street and Oak Street or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder rights at any meeting of Holdings or otherwise and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges, or options pertaining to any of the Pledged Interests, including the exercise of warrants, as if it were the absolute owner thereof, including, without limitation, the right to receive distributions payable thereon and the right to exchange, at its discretion, any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization, or other readjustment of Holdings of any right, privilege, or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Oak Street shall have no duty to exercise any of the aforesaid rights, privileges, or options and shall not be responsible for any failure or omission to do so or delay in so doing. (d) Upon the occurrence of an Event of Default which shall be continuing, Oak Street shall have the right to require that all distributions payable with respect to any part of the Pledged Interests be paid to Oak Street to be held by Oak Street as additional security hereunder until applied to the Pledgor’s Obligations. (e) Upon the occurrence of an Event of Default which shall be continuing, Oak Street may, with prior notice to the Pledgor, forthwith collect, receive, appropriate, and realize upon the Pledged Interests, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Interests, or any part thereof, in one or more parcels at public or private sale or sales, in whatever order Oak Street may select, at any exchange, broker’s board or at any of Oak Street’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Interests shall be required to purchase the securities constituting the Pledged Interests for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Oak Street or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Interests so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (f) The proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition, shall be applied as follows:

PLEDGE; RIGHTS AND REMEDIES. (a) As collateral security for the due payment and performance of all indebtedness and other liabilities and obligations payable or due to the Obligations IHS Subsidiaries from Subsidiary under the Lease, whether now existing or hereafter arising (all hereinafter called collectively, the “Pledgor’s "Obligations”"), the Pledgor hereby pledges, assigns, hypothecates, delivers, delivers and sets over to Oak Street IHS all of its Pledgor's right, title and interest in and to the Pledged InterestsStock, and hereby grants to Oak Street IHS a security interest in all of its right, title and interest in and to (the Pledged Stock and in the proceeds thereof. Concurrently herewith, Pledgor has delivered to IHS all certificates representing the currently existing Pledged Stock, together with a Stock Assignment Separate from Certificate ("Assignments"), substantially in the Additional Collateralform of attached Exhibit B hereto, the “Pledged Collateral”): (i) for each certificate representing the Pledged Interests (whether now owned or existing or hereafter arising or acquiredStock, whether the same constitutes “general intangibles”, “investment property”, a “security” or other personal property under the Uniform Commercial Code, all duly executed in blank. IHS shall hold such certificates and whether such interest is certificated or uncertificated), (ii) all right, title and interest of Assignments as security for performance by Pledgor under the bylaws, stockholders agreement or like governing document for Holdings, (iii) all replacements of, additions to and substitutions for any of the foregoing, including obligations secured hereby and shall at all claims against third parties, (iv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks times have the first priority and related data processing software that at any time evidence or contain information relating to any of the Pledged Interests or are otherwise necessary in the collection thereof or realization thereupon, and (v) the proceeds, thereofonly lien therein. (b) If the Pledgor shall become becomes entitled to receive receive, or shall receive if Pledgor receives, any stock, equity, warrants, additional stock or voting trust certificate of the Subsidiary (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase, or reduction of capital), option or rights (all of the foregoing being, collectively, “Additional Collateral”)rights, whether as an addition to, in substitution of, or in exchange for any Pledged InterestsStock, or otherwise, the Pledgor shall accept any such instruments as Oak Street’s IHS's agent, shall hold them in trust for Oak StreetIHS, and shall deliver them forthwith to Oak Street IHS in the exact form received, with the Pledgor’s 's endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Oak StreetIHS, subject to the terms hereof and the Credit Documentshereof, as further collateral security for the Pledgor’s Obligations. All certificates or instruments representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Oak Street pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Oak Street. (c) Upon the occurrence and continuation of an Event of Default, or the occurrence and continuation beyond any applicable cure or grace period of any other material breach of or default under the Obligations: (i) Any or all shares of the Pledged Interests Stock held by Oak Street IHS hereunder may, at the option of Oak StreetIHS, be registered in the name of Oak Street IHS or its nominee as Oak Street pledgee, and Oak Street IHS or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder corporate rights at any meeting meetings of Holdings or otherwise the Subsidiary and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges, privileges or options pertaining to any of the Pledged Interests, including the exercise of warrants, Stock as if it were the absolute owner thereof, including, without limitation, the right to receive distributions dividends payable thereon and the right to exchange, at its discretion, any and all of the Pledged Interests Stock upon the merger, consolidation, reorganization, recapitalization, recapitalization or other readjustment of Holdings any corporation issuing any of such securities or upon the exercise by any such issuer of any right, privilege, privilege or option pertaining to any of the Pledged InterestsStock, and in connection therewith, to deposit and deliver any and all of the Pledged Interests Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Oak Street IHS shall have no duty to exercise any of the aforesaid foregoing rights, privileges, privileges or options and shall not be responsible for any failure or omission to do so or delay in so doing. (dii) Upon the occurrence of an Event of Default which shall be continuing, Oak Street IHS shall have the right to require that all distributions cash dividends payable with respect to any part of the Pledged Interests Stock be paid to Oak Street IHS to be held by Oak Street IHS as additional security hereunder until applied to the Pledgor’s Obligations. (eiii) Upon IHS, without demand of performance or other demand, advertisement or notice of any kind (except the occurrence notice specified below of an Event the time and place of Default public or private sale) to or upon Pledgor or any other person or entity, including without limitation, any trustee (all and each of which shall be continuingdemands, Oak Street mayadvertisements and/or notices are, with prior notice to the Pledgorextent permitted by law, forthwith hereby expressly waived), immediately may collect, receive, appropriate, appropriate and realize upon the Pledged InterestsStock, or any part thereof, and/or immediately may forthwith sell, assign, give an option or options to purchase, contract to sell, sell or otherwise dispose of and deliver the Pledged InterestsStock, or any part thereof, in one or more parcels at public or private private-sale or sales, in whatever order Oak Street IHS may select, at any exchange, broker’s 's board or at any of Oak Street’s IHS's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Interests Stock shall be required to purchase the securities constituting the Pledged Interests Stock for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Oak Street of IHS or any purchaser IHS affiliate upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Interests Stock so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (f) The proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition, disposition shall be applied as follows: (i) First, to the reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care, safekeeping, or otherwise of any and all of the Pledged Stock or in any way relating to the rights of IHS hereunder, including reasonable attorneys fees and legal expenses; (ii) Second, to the satisfaction of the Obligations in such order as IHS may determine in its sole discretion; (iii) Third, to the payment of any other amounts required by applicable law; and (iv) Fourth, to Pledgor, to the extent of the surplus proceeds, if any. IHS shall have no duty to account to Pledgor unless a surplus exists upon liquidation of the Pledged Stock and any other collateral. (g) IHS shall give Pledgor at least ten (10) business days' written notice of the time and place of any public sale or of the time after which a private sale may take place, and such notice shall be deemed to be reasonable notification of such matters.

PLEDGE; RIGHTS AND REMEDIES. (a) As collateral security for the due payment and performance of all indebtedness and other liabilities and obligations of Pledgor and the Obligations Guarantors, whether now existing or hereafter arising (all hereinafter called the “Pledgor’s "Obligations”") provided for in the Indenture, the Notes, the Guarantee, the Collateral Documents and all instruments, agreements and documents 2 executed, issued, and delivered pursuant thereto (all hereinafter called the "Financing Documents"), the Pledgor hereby pledges, assigns, hypothecates, delivers, and sets over to Oak Street Pledgee, on behalf of the holders of the Notes, all of its Pledgor's right, title and interest in and to the Pledged InterestsStock, and hereby grants to Oak Street Pledgee a security interest in all of its right, title and interest in and to (together with the Additional Collateral, the “Pledged Collateral”): (i) the Pledged Interests (whether now owned or existing or hereafter arising or acquired, whether the same constitutes “general intangibles”, “investment property”, a “security” or other personal property under the Uniform Commercial Code, Stock and whether such interest is certificated or uncertificated), (ii) all right, title and interest of Pledgor under the bylaws, stockholders agreement or like governing document for Holdings, (iii) all replacements of, additions to and substitutions for any of the foregoing, including all claims against third parties, (iv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Pledged Interests or are otherwise necessary in the collection thereof or realization thereupon, and (v) the proceeds, proceeds thereof. (b) Upon the exercise of the Option, Pledgor shall deliver to Pledgee any shares of capital stock of Quest acquired upon such exercise (the "Option Stock"), with Pledgor's endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Pledgee, subject to the terms hereof, as further collateral security for the Obligations. Additionally, Pledgor shall pledge, assign, hypothecate, deliver, and set over to Pledgee, on behalf of the holders of the Notes, all of Pledgor's right, title and interest in and to the Option Stock, and shall grant to Pledgee a security interest in all of its right, title and interest in and to the Option Stock and in the proceeds thereof. Upon the exercise of the Option, Pledgor shall also deliver to Pledgee a supplemental Schedule 1 to this Agreement. (c) If the Pledgor shall become entitled to receive or shall receive any stock, equity, warrants, stock or voting trust certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase, or reduction of capital), option or rights (all of the foregoing being, collectively, “Additional Collateral”)rights, whether as an addition to, in substitution of, or in exchange for any Pledged InterestsStock, or otherwise, the Pledgor shall accept any such instruments as Oak Street’s Pledgee's agent, shall hold them in trust for Oak StreetPledgee, and shall deliver them forthwith to Oak Street Pledgee in the exact form received, with the Pledgor’s 's endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Oak StreetPledgee, subject to the terms hereof and the Credit Documentshereof, as further collateral security for the Pledgor’s Obligations. All certificates or instruments representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Oak Street pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Oak Street. (cd) Upon the occurrence and continuation of an Event of Default, any Any or all shares of the Pledged Interests Stock held by Oak Street Pledgee hereunder may, at the option of Oak StreetPledgee, be registered in the name of Oak Street Pledgee or its nominee as Oak Street pledgee, and Oak Street Pledgee or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under defined or specified in the Credit Financing Documents, exercise all available voting and shareholder corporate rights at any meeting of Holdings Quest or otherwise Sunbelt and exercise any and all rights of conversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any of the Pledged Interests, including the exercise of warrants, Stock as if it were the absolute owner thereof, thereof including, without limitation, the right to receive distributions dividends payable thereon and the right to exchange, at its discretion, any and all of the Pledged Interests Stock upon the merger, consolidation, reorganization, recapitalization, or other readjustment of Holdings any corporation issuing any of such securities or upon the exercise by any such issuer of any right, privilege, or option pertaining to any of the Pledged InterestsStock, and in connection therewith, to deposit and deliver any and all of the Pledged Interests Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Oak Street Pledgee shall have no duty to exercise any of the aforesaid rights, privileges, or options and shall not be responsible for any failure or omission to do so or delay in so doing. (de) Upon In the event of the occurrence of an any Event of Default which shall be continuingdefined or specified in the Financing Documents or other default or breach under the Obligations, Oak Street Pledgee shall have the right to require that all distributions cash dividends payable with respect to any part of the Pledged Interests be paid to Oak Street to be held by Oak Street as additional security hereunder until applied to the Pledgor’s Obligations. (e) Upon the occurrence of an Event of Default which shall be continuing, Oak Street may, with prior notice to the Pledgor, forthwith collect, receive, appropriate, and realize upon the Pledged Interests, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Interests, or any part thereof, in one or more parcels at public or private sale or sales, in whatever order Oak Street may select, at any exchange, broker’s board or at any of Oak Street’s offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Interests shall be required to purchase the securities constituting the Pledged Interests for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Oak Street or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Interests so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (f) The proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition, shall be applied as follows:Stock be

PLEDGE; RIGHTS AND REMEDIES. (a) As collateral security for the due payment and performance of all indebtedness and other liabilities and obligations payable or due to Monarch from Pledgor under the Obligations Master Lease, whether now existing or hereafter arising (all hereinafter called collectively, the “Pledgor’s "Obligations”"), the Pledgor hereby pledges, assigns, hypothecates, delivers, delivers and sets over to Oak Street Monarch all of its Pledgor's right, title and interest in and to the Pledged InterestsStock, and hereby grants to Oak Street Monarch a security interest in all of its right, title and interest in and to (the Pledged Stock and in the proceeds thereof. Concurrently herewith, Pledgor has delivered to Monarch all certificates representing the currently existing Pledged Stock, together with a Stock Assignment Separate from Certificate ("Assignments"), substantially in the Additional Collateralform of attached Exhibit C hereto, the “Pledged Collateral”): (i) for each certificate representing the Pledged Interests (whether now owned or existing or hereafter arising or acquiredStock, whether the same constitutes “general intangibles”, “investment property”, a “security” or other personal property under the Uniform Commercial Code, all duly executed in blank. Monarch shall hold such certificates and whether such interest is certificated or uncertificated), (ii) all right, title and interest of Assignments as security for performance by Pledgor under the bylaws, stockholders agreement or like governing document for Holdings, (iii) all replacements of, additions to and substitutions for any of the foregoing, including obligations secured hereby and shall at all claims against third parties, (iv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks times have the first priority and related data processing software that at any time evidence or contain information relating to any of the Pledged Interests or are otherwise necessary in the collection thereof or realization thereupon, and (v) the proceeds, thereofonly lien therein. (b) If the Pledgor shall become becomes entitled to receive receive, or shall receive if Pledgor receives, any stock, equity, warrants, additional stock or voting trust certificate of any of Subsidiaries (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase, or reduction of capital), option or rights (all of the foregoing being, collectively, “Additional Collateral”)rights, whether as an addition to, in substitution of, or in exchange for any Pledged InterestsStock, or otherwise, the Pledgor shall accept any such instruments as Oak Street’s Monarch's agent, shall hold them in trust for Oak StreetMonarch, and shall deliver them forthwith to Oak Street Monarch in the exact form received, with the Pledgor’s 's endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Oak StreetMonarch, subject to the terms hereof and the Credit Documentshereof, as further collateral security for the Pledgor’s Obligations. All certificates or instruments representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Oak Street pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Oak Street. (c) Upon the occurrence and continuation of an Event of Default, or the occurrence and continuation beyond any applicable cure or grace period of any other material breach of or default under the Obligations: (i) Any or all shares of the Pledged Interests Stock held by Oak Street Monarch hereunder may, at the option of Oak StreetMonarch, be registered in the name of Oak Street Monarch or its nominee as Oak Street pledgee, and Oak Street Monarch or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder corporate rights at any meeting meetings of Holdings or otherwise Subsidiaries and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges, privileges or options pertaining to any of the Pledged Interests, including the exercise of warrants, Stock as if it were the absolute owner thereof, including, without limitation, the right to receive distributions dividends payable thereon and the right to exchange, at its discretion, any and all of the Pledged Interests Stock upon the merger, consolidation, reorganization, recapitalization, recapitalization or other readjustment of Holdings any corporation issuing any of such securities or upon the exercise by any such issuer of any right, privilege, privilege or option pertaining to any of the Pledged InterestsStock, and in connection therewith, to deposit and deliver any and all of the Pledged Interests Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Oak Street Monarch shall have no duty to exercise any of the aforesaid foregoing rights, privileges, privileges or options and shall not be responsible for any failure or omission to do so or delay in so doing. (dii) Upon the occurrence of an Event of Default which shall be continuing, Oak Street Monarch shall have the right to require that all distributions cash dividends payable with respect to any part of the Pledged Interests Stock be paid to Oak Street Monarch to be held by Oak Street Monarch as additional security hereunder until applied to the Pledgor’s Obligations. (eiii) Upon Monarch, without demand of performance or other demand, advertisement or notice of any kind (except the occurrence notice specified below of an Event the time and place of Default public or private sale) to or upon Pledgor or any other person or entity, including without limitation, any trustee (all and each of which shall be continuingdemands, Oak Street mayadvertisements and/or notices are, with prior notice to the Pledgorextent permitted by law, forthwith hereby expressly waived), immediately may collect, receive, appropriate, appropriate and realize upon the Pledged InterestsStock, or any part thereof, and/or immediately may forthwith sell, assign, give an option or options to purchase, contract to sell, sell or otherwise dispose of and deliver the Pledged InterestsStock, or any part thereof, in one or more parcels at public or private private-sale or sales, in whatever order Oak Street Monarch may select, at any exchange, broker’s 's board or at any of Oak Street’s Monarch's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser Purchaser of all or any part of the Pledged Interests Stock shall be required to purchase the securities constituting the Pledged Interests Stock for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Oak Street of Monarch or any purchaser Monarch upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Interests Stock so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (fd) The proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition, disposition shall be applied as follows: (i) First, to the reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care, safekeeping, or otherwise of any and all of the Pledged Stock or in any way relating to the rights of Monarch hereunder, including reasonable attorneys fees and legal expenses; (ii) Second, to the satisfaction of the Obligations in such order as Monarch may determine in its sole discretion; (iii) Third, to the payment of any other amounts required by applicable law; and (iv) Fourth, to Pledgor, to the extent of the surplus proceeds, if any. (e) Monarch shall give Pledgor at least ten (10) business days' written notice of the time and place of any public sale or of the time after which a private sale may take place, and such notice shall be deemed to be reasonable notification of such matters.

PLEDGE; RIGHTS AND REMEDIES. (a) As collateral security for the due payment and performance of all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, of Pledgor to the Obligations Bank arising under the Guaranty, and all instruments, agreements and documents executed, issued, and delivered pursuant thereto, including, without limitation, this Agreement (all hereinafter called the “Pledgor’s collectively referred to as "Obligations”"), the Pledgor hereby pledges, assigns, hypothecates, delivers, and sets over to Oak Street the Bank all of its right, title and interest in and to the Pledged InterestsCollateral, and hereby grants to Oak Street the Bank a security interest in all of its Pledgor's right, title and interest in and to (together with the Additional Collateral, the “Pledged Collateral”): (i) the Pledged Interests (whether now owned or existing or hereafter arising or acquired, whether the same constitutes “general intangibles”, “investment property”, a “security” or other personal property under the Uniform Commercial Code, Collateral and whether such interest is certificated or uncertificated), (ii) all right, title and interest of Pledgor under the bylaws, stockholders agreement or like governing document for Holdings, (iii) all replacements of, additions to and substitutions for any of the foregoing, including all claims against third parties, (iv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to any of the Pledged Interests or are otherwise necessary in the collection thereof or realization thereupon, and (v) the proceeds, proceeds thereof. (b) If the Pledgor shall become entitled to receive or shall receive any stock, equity, warrants, stock or voting trust certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase, or reduction of capital), option or rights (all of the foregoing being, collectively, “Additional Collateral”)rights, whether as an addition to, in substitution of, or in exchange for any Pledged InterestsCollateral, or otherwise, the Pledgor shall accept any such instruments as Oak Street’s the Bank's agent, shall hold them in trust for Oak Streetthe Bank, and shall deliver them forthwith to Oak Street the Bank in the exact form received, with the Pledgor’s 's endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Oak Streetthe Bank, subject to the terms hereof and the Credit Documentshereof, as further collateral security for the Pledgor’s Obligations. All certificates or instruments representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Oak Street pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Oak Street. (c) Upon After the occurrence and continuation of an any Event of DefaultDefault defined or specified in the Loan Documents, any or all shares of the Pledged Interests Collateral held by Oak Street the Bank hereunder may, at the option of Oak Streetthe Bank, be registered in the name of Oak Street the Bank or its nominee as Oak Street pledgee, and Oak Street the Bank or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder corporate rights at any meeting of Holdings any corporation issuing any of the shares or otherwise other securities included in the Pledged Collateral and exercise any and all rights of conversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any of the Pledged Interests, including the exercise of warrants, Collateral as if it were the absolute owner thereof, including, without limitation, the right to receive distributions dividends payable thereon and the right to exchange, at its discretion, any and all of the Pledged Interests Collateral upon the merger, consolidation, reorganization, recapitalization, or other readjustment of Holdings any corporation issuing any of such securities or upon the exercise by any such issuer of any right, privilege, or option pertaining to any of the Pledged InterestsCollateral, and in connection therewith, to deposit and deliver any and all of the Pledged Interests Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Oak Street the Bank shall have no duty to exercise any of the aforesaid rights, privileges, or options and shall not be responsible for any failure or omission to do so or delay in so doing. (d) Upon In the event of the occurrence of an any Event of Default which shall be continuingdefined or specified in the Loan Documents, Oak Street the Bank shall have the right to require that all cash dividends and distributions payable with respect to any part of the Pledged Interests Collateral be paid to Oak Street the Bank to be held by Oak Street the Bank as additional security hereunder until applied to the Pledgor’s Obligations. (e) Upon In the event of the occurrence of an any Event of Default defined or specified in the Loan Documents, the Bank, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of the time and place of public or private sale) to or upon the Pledgor or any other person or entity, including without limitation, any trustee(all and each of which shall be continuingdemands, Oak Street mayadvertisements and/or notices are, with prior notice to the Pledgorextent permitted by law, hereby expressly waived), may forthwith collect, receive, appropriate, and realize upon the Pledged InterestsCollateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged InterestsCollateral, or any part thereof, in one or more parcels at public or private sale or sales, in whatever order Oak Street the Bank may select, at any exchange, broker’s 's board or at any of Oak Street’s the Bank's offices or elsewhere at such prices and on such terms (including, without limitation, a requirement that any purchaser of all or any part of the Pledged Interests Collateral shall be required to purchase the securities constituting the Pledged Interests Collateral for investment and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, with the right to Oak Street the Bank or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Interests Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (f) The proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition, shall be applied as follows:: First, to the reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care, safekeeping, or otherwise of any and all of the Pledged Collateral or in any way relating to the rights of the Bank hereunder, including reasonable attorneys' fees and legal expenses; Second, to the satisfaction of the Obligations in such order as the Bank may determine in its sole discretion; Third, to the payment of any other amounts required by applicable law; and Fourth, to the Pledgor, to the extent of the surplus proceeds, if any. (g) The Bank need not give more than five (5) Business Days' notice of the time and place of any public sale or of the time after which a private sale may take place and such notice shall be deemed to be reasonable notification of such matters. (h) In the event that the proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition are insufficient to pay all amounts to which the Bank is legally entitled, the Pledgor will be liable, jointly and severally with all guarantors or parties obligated to the Bank under the documents evidencing the obligations for any deficiency together with interest thereon at the rate prescribed in the Loan Documents and the reasonable fees of any attorneys employed by the Bank to collect such deficiency.

PLEDGE; RIGHTS AND REMEDIES. (a) As collateral security for the due payment and performance of all indebtedness and other liabilities and obligations payable or due to Monarch from Subsidiary under the Obligations Master Lease, whether now existing or hereafter arising (all hereinafter called collectively, the “Pledgor’s "Obligations”"), the Pledgor hereby pledges, assigns, hypothecates, delivers, delivers and sets over to Oak Street Monarch all of its Pledgor's right, title and interest in and to the Pledged InterestsStock, and hereby grants to Oak Street Monarch a security interest in all of its right, title and interest in and to (the Pledged Stock and in the proceeds thereof. Concurrently herewith, Pledgor has delivered to Monarch all certificates representing the currently existing Pledged Stock, together with a Stock Assignment Separate from Certificate ("Assignments"), substantially in the Additional Collateralform of attached Exhibit B hereto, the “Pledged Collateral”): (i) for each certificate representing the Pledged Interests (whether now owned or existing or hereafter arising or acquiredStock, whether the same constitutes “general intangibles”, “investment property”, a “security” or other personal property under the Uniform Commercial Code, all duly executed in blank. Monarch shall hold such certificates and whether such interest is certificated or uncertificated), (ii) all right, title and interest of Assignments as security for performance by Pledgor under the bylaws, stockholders agreement or like governing document for Holdings, (iii) all replacements of, additions to and substitutions for any of the foregoing, including obligations secured hereby and shall at all claims against third parties, (iv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks times have the first priority and related data processing software that at any time evidence or contain information relating to any of the Pledged Interests or are otherwise necessary in the collection thereof or realization thereupon, and (v) the proceeds, thereofonly lien therein. (b) If the Pledgor shall become becomes entitled to receive receive, or shall receive if Pledgor receives, any stock, equity, warrants, additional stock or voting trust certificate of the Subsidiary (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase, or reduction of capital), option or rights (all of the foregoing being, collectively, “Additional Collateral”)rights, whether as an addition to, in substitution of, or in exchange for any Pledged InterestsStock, or otherwise, the Pledgor shall accept any such instruments as Oak Street’s Monarch's agent, shall hold them in trust for Oak StreetMonarch, and shall deliver them forthwith to Oak Street Monarch in the exact form received, with the Pledgor’s 's endorsement when necessary, and/or appropriate stock powers duly executed in blank, to be held by Oak StreetMonarch, subject to the terms hereof and the Credit Documentshereof, as further collateral security for the Pledgor’s Obligations. All certificates or instruments representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Oak Street pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Oak Street. (c) Upon the occurrence and continuation of an Event of Default, or the occurrence and continuation beyond any applicable cure or grace period of any other material breach of or default under the Obligations: (i) Any or all shares of the Pledged Interests Stock held by Oak Street Monarch hereunder may, at the option of Oak StreetMonarch, be registered in the name of Oak Street Monarch or its nominee as Oak Street pledgee, and Oak Street Monarch or its nominee may thereafter, without notice, and after the occurrence and continuation of any Event of Default under the Credit Documents, exercise all available voting and shareholder corporate rights at any meeting meetings of Holdings or otherwise the Subsidiary and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges, privileges or options pertaining to any of the Pledged Interests, including the exercise of warrants, Stock as if it were the absolute owner thereof, including, without limitation, the right to receive distributions dividends payable thereon and the right to exchange, at its discretion, any and all of the Pledged Interests Stock upon the merger, consolidation, reorganization, recapitalization, recapitalization or other readjustment of Holdings any corporation issuing any of such securities or upon the exercise by any such issuer of any right, privilege, privilege or option pertaining to any of the Pledged InterestsStock, and in connection therewith, to deposit and deliver any and all of the Pledged Interests Stock with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Oak Street Monarch shall have no duty to exercise any of the aforesaid foregoing rights, privileges, privileges or options and shall not be responsible for any failure or omission to do so or delay in so doing. (dii) Upon the occurrence of an Event of Default which shall be continuing, Oak Street Monarch shall have the right to require that all distributions cash dividends payable with respect to any part of the Pledged Interests Stock be paid to Oak Street Monarch to be held by Oak Street Monarch as additional security hereunder until applied to the Pledgor’s Obligations. (eiii) Upon the occurrence of an Event of Default which shall be continuing, Oak Street may, with prior notice to the Pledgor, forthwith collect, receive, appropriate, and realize upon the Pledged Interests, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell, or otherwise dispose of and deliver the Pledged Interests, or any part thereof, in one or more parcels at public or private sale or sales, in whatever order Oak Street may select, at any exchange, broker’s board or at any of Oak Street’s offices or elsewhere at such prices and on such terms (includingMonarch, without limitationdemand of performance or other demand, a requirement that advertisement or notice of any purchaser of all or any part kind (except the notice specified below of the Pledged Interests shall be required to purchase the securities constituting the Pledged Interests for investment time and without any intention to make a distribution thereof) as it may deem best, for cash or on credit or for future delivery without assumption place of any credit risk, with the right to Oak Street or any purchaser upon any such sale or sales, whether public or private, to purchase the whole or any part of the Pledged Interests so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. (f) The proceeds of any collection, recovery, receipt, appropriation, realization, sale or other disposition, shall be applied as follows:or