Common use of Grant of Security Interest and Pledge Clause in Contracts

Grant of Security Interest and Pledge. 2.1 For value received, receipt of which is hereby acknowledged, each Pledgor hereby grants to Bank a first priority security interest in and lien upon the Collateral as security for the Debt and all costs, expenses and attorneys’ fees incurred by Bank in collecting the Debt or enforcing this Agreement and/or any instrument(s) evidencing the Debt. Each Pledgor is executing and delivering this Agreement to Bank in consideration of the premises and for other valuable consideration. Each Pledgor understands that Bank is willing to advance funds to such Pledgor only upon certain terms and conditions, one of which is that such Pledgor grant Bank a security interest in the Collateral as security for the Debt. 2.2 Each Pledgor authorizes Bank, at any time after the occurrence and continuance of an event of default pursuant to any Debt of such Pledgor to Bank, to transfer or to require the issuer of any Collateral to transfer the Collateral into the name of Bank or Bank’s nominee, but Bank shall be under no duty to do so. Notwithstanding any contrary provision or inference herein or elsewhere, Bank shall have no right to vote the Collateral (if applicable) at any time or any right to receive dividends or other distributions thereof unless and until the Debt to Bank or any part thereof shall have become in default in any manner and the same shall not have been paid in full upon demand. Bank shall have, in addition to the rights and remedies described in this Agreement, all the rights and remedies of a secured party under the applicable Uniform Commercial Code. 2.4 With respect to any Pledgor, in the event that the sum of the Net Market Value of the Collateral of such Pledgor at any time is less than the Debt Amount of such Pledgor, such Pledgor shall deliver additional collateral to Bank so that the Net Market Value of the Collateral, including the additional collateral, shall be equal to or greater than the Debt Amount. All such additional collateral shall be delivered no later than the close of business on the second business day next following Bank’s demand for the delivery of such additional collateral. For purposes of this Agreement, the market value of the Collateral shall be determined by utilizing the “bid”, “close” or “sale” price for the Collateral in question as it appears in the most current issue of The Wall Street Journal or if it does not so appear, any other reasonable source Bank deems appropriate. Each Pledgor shall be solely responsible for insuring that the sum of the Net Market Value of its Collateral shall be equal to or greater than its Debt Amount. At the time of addition, such additional collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act. 2.5 Notwithstanding anything to the contrary contained herein, Bank shall maintain an independent right to determine the market value of the Collateral at any time and to further demand that additional collateral be deposited with Bank within two (2) business days following such demand, if, and to the extent that, at any time, Bank determines that the sum of the Net Market Value of the Collateral with respect to any Pledgor is less than the Debt Amount of such Pledgor or that such Pledgor has not so deposited necessary additional collateral under circumstances requiring such additional deposit. 2.6 Until receipt of notice from the Bank, after the occurrence and continuance of an event of default pursuant to any Debt of a Pledgor to the Bank, such Pledgor or its agent shall have the right to substitute different collateral (the “Substituted Collateral”) throughout the term of this Agreement, provided that (a) the procedure therefor is delivery versus substitution, (b) so long as after such substitution the Net Market Value of the Substituted Collateral and any remaining Collateral is equal to or greater than the Debt Amount of such Pledgor, and (c) such Substituted Collateral satisfies all other terms and conditions of this Agreement. In the event that a Pledgor or its agent determines to substitute collateral, such Pledgor will provide notification to Bank at least two (2) business days prior to such proposed substitution, which notice shall include a complete description of the collateral to be substituted by such Pledgor or its agent for Collateral held by the Bank. No written consent from the Bank shall be required if the Substituted Collateral are securities which are regularly traded on the NYSE, ASE, or NASDAQ National Market or are obligations of the U.S. Government and in the discretion of the Bank, any such securities are unrestricted, marginable, freely tradable, not subject to Rule 144 and have a per share value in excess of $10.00. 2.7 In the case of Section 2.6, such Substituted Collateral shall and will be owned by the relevant Pledgor, will have a market value equal to or exceeding the Debt Amount and will not be subject to any lien or other encumbrances other than the lien provided for in this Agreement; provided, however, that securities loans or other investment activity that requires that the Borrower segregate assets to cover any liability thereunder, or liens to the Bank as custodian of such Pledgor’s assets shall not be deemed to be in violation hereof. At the time of substitution, such Substituted Collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act and the Collateral for which it is substituted shall be automatically released. Notwithstanding the foregoing, each Pledgor hereby agrees to perform such other acts and execute such further documentation as Bank in its discretion may reasonably require to perfect its security interest in such Substituted Collateral and the Bank agrees to perform such other acts and execute such further documentation as such Pledgor in its discretion may reasonably require to effectuate the release of the Collateral to be released. Should such Substituted Collateral consist in whole or part of assets in form different than that originally pledged, the relevant Pledgor shall inform Bank immediately of such fact and undertake all appropriate procedures to allow Bank to properly perfect its security interest in such assets and retain a first priority security interest in the Collateral. 2.8 No Pledgor will sell, transfer, pledge, assign or otherwise encumber the Collateral or any Substituted Collateral, except to the extent permitted hereunder. 2.9 Each Pledgor hereby irrevocably authorizes and empowers Bank, at any time, and from time to time, upon the occurrence and continuance of an event of default with respect to any Debt, for its own use and benefit, either in its own name or in the name of such Pledgor (i) to demand, collect, and receive payment of any and all monies or proceeds due or to become due under the Collateral, (ii) to execute any and all instruments required for the withdrawal or repayment of same, or any part thereof, (iii) to insert in any instrument for the withdrawal of funds signed by such Pledgor, the date and amount due and to complete such instrument in any respect, and (iv) to in all respects deal with the Collateral as the holder thereof, and such Pledgor hereby irrevocably constitutes and appoints Bank as its attorney to do any and all of the aforesaid. 2.10 Each Pledgor irrevocably appoints the Bank as its lawful attorney and agent to execute financing statements on such ▇▇▇▇▇▇▇’s behalf, as permitted by law, and to give any notice it deems appropriate and on its behalf to file financing statements signed by Bank alone in any appropriate public office.

Grant of Security Interest and Pledge. 2.1 For value received, receipt of which is hereby acknowledged, each (a) Pledgor hereby grants to Bank Lender a first priority security interest in and lien upon the Collateral as security for the Debt and all costs, expenses and attorneys’ ' fees incurred by Bank Lender in collecting the Debt or enforcing the Loan Agreement and the Note. (b) Concurrently with the execution of this Agreement and/or any instrument(s) Pledge Security Agreement, Pledgor shall deliver to the Lender, all certificates representing the Collateral and, if the Collateral is uncertificated, shall sign one or more financing statements evidencing the Debt. Each Pledgor is executing and delivering this Agreement to Bank in consideration of the premises and for other valuable consideration. Each Pledgor understands that Bank is willing to advance funds to such Pledgor only upon certain terms and conditions, one of which is that such Pledgor grant Bank a security interest in the Collateral as security for the Debt. 2.2 Each Pledgor authorizes Bank, at any time after the occurrence and continuance of an event of default pursuant to any Debt pledge of such Pledgor to Bank, to transfer or to require the issuer of any Collateral to transfer the Collateral into the name of Bank or Bank’s nominee, but Bank shall be under no duty to do soLender. Notwithstanding any contrary provision or inference herein or elsewhere, Bank Lender shall have no right to vote the Collateral (if applicable) at any time or any right to receive dividends or other distributions thereof unless and until an Event of Default has occurred. The security interest in and lien upon the Debt Collateral granted to Bank or any part thereof Lender hereunder shall have become in default in any manner and attach upon delivery of the same shall not have been paid in full upon demandCollateral to the Lender. Bank Lender shall have, in addition to the rights and remedies described in this Pledge Security Agreement, all the rights and remedies of a secured party under the applicable New York Uniform Commercial Code. 2.4 With respect . Pledgor irrevocably appoints Lender as its lawful attorney and agent on Pledgor's behalf to execute any PledgorUCC-1 financing statements or UCC-3 amendments, to file such documents signed by Lender alone in the event that the sum of the Net Market Value of the Collateral of such Pledgor at any time is less than the Debt Amount of such Pledgor, such Pledgor shall deliver additional collateral to Bank so that the Net Market Value of the Collateral, including the additional collateral, shall be equal to or greater than the Debt Amount. All such additional collateral shall be delivered no later than the close of business on the second business day next following Bank’s demand for the delivery of such additional collateral. For purposes of this Agreement, the market value of the Collateral shall be determined by utilizing the “bid”, “close” or “sale” price for the Collateral in question as it appears in the most current issue of The Wall Street Journal or if it does not so appear, any other reasonable source Bank deems appropriate. Each Pledgor shall be solely responsible for insuring that the sum of the Net Market Value of its Collateral shall be equal to or greater than its Debt Amount. At the time of addition, such additional collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act. 2.5 Notwithstanding anything to the contrary contained herein, Bank shall maintain an independent right to determine the market value of the Collateral at any time and to further demand that additional collateral be deposited with Bank within two (2) business days following such demand, ifappropriate public office, and to the extent that, at register a pledge of any time, Bank determines that the sum of the Net Market Value of the Collateral with respect to any Pledgor is less than the Debt Amount issuer of such Pledgor or that such Pledgor has not so deposited necessary additional collateral under circumstances requiring such additional deposit. 2.6 Until receipt of notice from the Bank, after the occurrence and continuance of an event of default pursuant to any Debt of a Pledgor to the Bank, such Pledgor or its agent shall have the right to substitute different collateral (the “Substituted Collateral”) throughout the term of this Agreement, provided that (a) the procedure therefor is delivery versus substitution, (b) so long as after such substitution the Net Market Value of the Substituted Collateral and any remaining Collateral is equal to or greater than the Debt Amount of such Pledgor, and (c) such Substituted Collateral satisfies all other terms and conditions of this Agreement. In the event that a Pledgor or its agent determines to substitute collateral, such Pledgor will provide notification to Bank at least two (2) business days prior to such proposed substitution, which notice shall include a complete description of the collateral to be substituted by such Pledgor or its agent for Collateral held by the Bank. No written consent from the Bank shall be required if the Substituted Collateral are securities which are regularly traded on the NYSE, ASE, or NASDAQ National Market or are obligations of the U.S. Government and in the discretion of the Bank, any such securities are unrestricted, marginable, freely tradable, not subject to Rule 144 and have a per share value in excess of $10.00. 2.7 In the case of Section 2.6, such Substituted Collateral shall and will be owned by the relevant Pledgor, will have a market value equal to or exceeding the Debt Amount and will not be subject to any lien or other encumbrances other than the lien provided for in this Agreement; provided, however, that securities loans or other investment activity that requires that the Borrower segregate assets to cover any liability thereunder, or liens to the Bank as custodian of such Pledgor’s assets shall not be deemed to be in violation hereof. At the time of substitution, such Substituted Collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act and the Collateral for which it is substituted shall be automatically released. Notwithstanding the foregoing, each Pledgor hereby agrees to perform such other acts and execute such further documentation as Bank in its discretion may reasonably require to perfect its security interest in such Substituted Collateral and the Bank agrees to perform such other acts and execute such further documentation as such Pledgor in its discretion may reasonably require to effectuate the release of the Collateral to be released. Should such Substituted Collateral consist in whole or part of assets in form different than that originally pledged, the relevant Pledgor shall inform Bank immediately of such fact and undertake all appropriate procedures to allow Bank to properly perfect its security interest in such assets and retain a first priority security interest in the Collateral. 2.8 No (c) If, while this Agreement is in effect, Pledgor shall become entitled to receive or shall receive any securities or any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for any shares of any Collateral, or otherwise, then Pledgor agrees to accept the same as Lender's agent and to hold the same in trust on behalf of and for the benefit of Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by the Lender, subject to the terms hereof, as additional collateral security for the Debt. Any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any issuer of securities constituting Collateral shall be paid over to the Lender to be held by it in trust as additional collateral security for the Debts; and in case any distributions of capital shall be made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of securities constituting Collateral or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it as additional collateral security for the Debt. All sums of money and property so paid or distributed in respect of the Collateral which are received by Pledgor shall, until paid or delivered to the Lender, be held by Pledgor in trust as additional collateral security for the Debt. (d) Pledgor will not sell, transfer, pledge, exchange, assign or otherwise dispose of or encumber the Collateral or any Substituted Collateral, except to the extent permitted hereunder. 2.9 Each Pledgor hereby irrevocably authorizes and empowers Bank, at any time, and from time to time, upon the occurrence and continuance of an event of default with respect to any Debt, for its own use and benefit, either in its own name or in the name of such Pledgor (i) to demand, collect, and receive payment of any and all monies or proceeds due or to become due under the Collateral, or any interest therein or any proceeds thereof, whether by operation of law or otherwise. (iie) This Agreement is in addition to execute and without limitation of any and all instruments required for right of Lender under the withdrawal or repayment of sameSecurities Agreement, the Certificate, or any part thereofother agreement, (iii) security agreement, mortgage or guaranty granted by the Borrower or Pledgor to insert Lender. This Agreement is absolute and without any conditions. Lender can enforce its rights in any instrument for the withdrawal of funds signed by such Pledgor, the date and amount due and to complete such instrument in any respect, and (iv) to in all respects deal with the Collateral as the holder thereof, and such Pledgor hereby irrevocably constitutes and appoints Bank as its attorney immediately upon an Event of Default without having first to do attempt any and all of the aforesaidcollection from Borrower or Pledgor. 2.10 Each Pledgor irrevocably appoints (f) This Pledge Agreement and the Bank as its lawful attorney and agent to execute financing statements on such ▇▇▇▇▇▇▇’s behalf, as permitted by law, and to give any notice it deems appropriate and on its behalf to file financing statements signed by Bank alone in any appropriate public officeobligations hereunder are non-recourse against the Pledgor.

Grant of Security Interest and Pledge. 2.1 2.1. For value received, receipt of which is hereby acknowledged, each Pledgor hereby assigns, pledges and grants to Bank a first priority continuing security interest in and lien upon all Collateral owned by Pledgor or in which Pledgor has rights or the power to transfer rights, and all Collateral in which Pledgor later acquires ownership, other rights or the power to transfer rights as security for the Debt and all costs, expenses and attorneys’ fees incurred by Bank in collecting the Debt or enforcing this Agreement and/or any instrument(s) ), agreements or other records evidencing the Debt. Each Pledgor is executing and delivering this Agreement to Bank in consideration of the premises and for other valuable consideration. Each Pledgor understands that Bank is willing to advance funds to such Pledgor Borrower or permit Borrower to incur obligations to Bank only upon certain terms and conditions, one of which is that such Pledgor grant Bank a security interest in Lien on the Collateral as security for the Debt. 2.2 Each 2.2. Concurrently with the execution of this Agreement, Pledgor shall notify and inform the Securities Intermediary of Pledgor’s grant to Bank of a Lien on the Collateral and the Securities Intermediary shall acknowledge receipt of this notice and agree, upon notice of an Event of Default, to comply with the Bank’s instructions and/or entitlement orders concerning the Collateral without further consent by Pledgor or any other person, all in Proper Form. Pledgor irrevocably authorizes Bank, at any time after the occurrence and continuance following an Event of an event of default pursuant to any Debt of such Pledgor to BankDefault, to transfer or to require the issuer of any Collateral Securities Intermediary to transfer the Collateral into the name of Bank or Bank’s nomineenominee and to move the Collateral to another KeyBank National Association Affiliate, but Bank shall be under no duty to do so. Pledgor authorizes Bank to deliver copy of this Agreement to any Securities Intermediary and consents to the disclosure of information between Bank and Securities Intermediary regarding any Collateral and the Account. Notwithstanding any contrary provision or inference herein or elsewhere, Bank shall have no right to vote the Collateral (if applicable) at any time or any right to receive dividends or other distributions thereof unless and until the Debt to Bank any Event of Default occurs or any Debt or part thereof shall have become in default in any manner or matured and the same shall not have been paid in full upon demandbe unpaid. Bank shall have, in addition to the rights and remedies described in this AgreementAgreement and those in connection with the Debt, all the rights and remedies of a secured party under the applicable Uniform Commercial CodeCode and such other statutes as appropriate. 2.4 With respect to any Pledgor, in 2.3. In the event that the sum of the Net Market Value of the Collateral of such Pledgor at any time is less than the Debt Amount of such Pledgor$3,684,211.00, such Pledgor shall deliver additional collateral to Bank Bank, the Account and/or Securities Intermediary for the Account so that the Net Market Value of the Collateral, including the additional collateral, shall be equal to or greater than the Debt Amount$3,684,211.00. All such additional collateral shall be delivered no later than the close of business on the second business day next following the earlier of: (i) Bank’s written or oral demand for the delivery of such additional collateral; or (ii) the date the Net Market Value of the Collateral as determined by reference to The Wall Street Journal is less than the Debt. For purposes of this Agreement, the market value of the Collateral shall be determined by utilizing the “bid”, “close” or “sale” price for the Collateral in question as it appears in the most current issue of The Wall Street Journal or if it does not so appearsuch other source as Bank, any other reasonable source Bank in its sole discretion, deems appropriate. Each Pledgor shall be solely responsible for insuring that the sum of the Net Market Value of its the Collateral shall be equal to or greater than its Debt Amountthe Debt. At the time of addition, such additional collateral shall immediately be subject to the lien Lien provided for in this Agreement without the performance of any further or other act. 2.5 2.4. Notwithstanding anything to the contrary grant of the security interest contained herein, Bank Borrower may at anytime prior to an Event of Default, sell, transfer or otherwise dispose of Collateral which is in excess of $3,684,211.00 and upon such sale, transfer or disposal such assets shall maintain an independent right to determine be released from the market value of the Collateral at any time lien and to further demand that additional collateral be deposited with Bank within two (2) business days following such demand, if, and to the extent that, at any time, Bank determines that the sum of the Net Market Value of the Collateral with respect to any Pledgor is less than the Debt Amount of such Pledgor or that such Pledgor has not so deposited necessary additional collateral under circumstances requiring such additional depositshall no longer constitute Collateral. 2.6 2.5. Until receipt of written notice from the Bank, after the occurrence and continuance of an event of default pursuant to any Debt of a Pledgor to the Bank, such Pledgor or its agent shall have the right to substitute different collateral (the “Substituted Collateral”) throughout the term of this Agreement, provided that (a) the procedure therefor is delivery versus substitution, (b) the Substituted Collateral is of a similar investment grade to the Collateral being substituted and otherwise in Proper Form, (c) so long as after such substitution the Net Market Value of the Substituted Collateral and any remaining Collateral (less any fees, commissions, or expenses incurred upon such substitution) is equal to or greater than the Debt Amount of such Pledgor$3,684,211.00, and (cd) such Substituted Collateral satisfies all other terms and conditions of this Agreement. Agreement and Regulation U. In the event that a Pledgor or its agent determines to substitute collateralcollateral other than the purchase and sale of securities within the Account, such Pledgor will provide notification to Bank at least two (2) business days prior to such proposed substitution, which notice shall include a complete description of the collateral Collateral to be substituted by such Pledgor or its agent for Collateral held by the Bank. No written consent from the Bank shall be required if the Substituted Collateral are securities which are regularly traded on the NYSE, ASE, or NASDAQ National Market or are obligations of the U.S. Government and in the discretion of the Account by Securities Intermediary and/or Bank, any such securities are unrestricted, marginable, freely tradable, not subject to Rule 144 and have a per share value in excess of $10.00. 2.7 2.6. In the case of Section 2.62.5, such any Substituted Collateral shall and will be owned by Pledgor and not be subject to any Lien other than the relevant Pledgor, Lien provided for in this Agreement and when so substituted will have a market value equal to or exceeding the Debt Amount and will not be subject to any lien or other encumbrances other than market value of the lien provided for in this Agreement; provided, however, that securities loans or other investment activity that requires that the Borrower segregate assets to cover any liability thereunder, or liens to the Bank as custodian of such Pledgor’s assets shall not be deemed to be in violation hereofbeing replaced. At the time of substitution, such the Substituted Collateral shall immediately be subject to the lien Lien provided for in this Agreement without the performance of any further or other act and the Collateral for which it is substituted Exhibit “A” to this Agreement shall be deemed automatically releasedamended to include the Substituted Collateral. Notwithstanding the foregoing, each Pledgor hereby agrees to perform such other acts and execute such or otherwise authenticate and deliver further documentation as Bank in its discretion may reasonably require to perfect its security interest in such first priority continuing Lien on the Substituted Collateral Collateral, and the Bank agrees to perform such other acts and execute such further documentation as such Pledgor in its discretion may reasonably require to effectuate the release of the Collateral to be releasedotherwise required by Securities Intermediary. Should such any Substituted Collateral consist in whole or in part of assets in form different than that originally pledged, the relevant Pledgor shall inform Bank immediately of such fact and undertake all appropriate procedures to allow Bank to properly perfect its security interest in such assets and retain a first priority security interest continuing Lien in the CollateralCollateral and until in Proper Form the Substituted Collateral shall have no value in determining the Net Market Value. 2.8 No 2.7. Pledgor will not without Bank’s prior written consent, alter, amend or terminate its relationship with the Securities Intermediary. 2.8. Pledgor will not sell, transfer, pledge, assign or otherwise encumber the grant or permit any Lien on any Collateral or any Substituted Collateral, except to the extent permitted hereunderunder this Agreement, including but not limited to Section 2.4 above. 2.9 Each 2.9. Upon the purchase or sale of securities for the Account, Pledgor hereby will comply with all rules, regulations and procedures governing the settlement of such transactions and will not become indebted to Securities Intermediary or its agent and shall comply with all applicable laws affecting the Collateral. 2.10. Pledgor irrevocably authorizes and empowers Bank, at any time, and from time to time, upon the occurrence and continuance time following an Event of an event of default with respect to any DebtDefault, for its own use and benefit, either in its own name or in the name of such Pledgor (i) to demand, collect, and receive payment of any and all monies or proceeds due or to become due under the Collateral, (ii) to execute any and all instruments required for the withdrawal or repayment of same, or any part thereof, (iii) to insert in any instrument for the withdrawal of funds signed by such Pledgor, the date and amount due and to complete such instrument in any respect, and (iv) to in all respects deal with the Collateral as the holder and owner thereof, . Pledgor authorizes and such Pledgor hereby irrevocably constitutes and appoints Bank as Pledgor’s attorney- in-fact to take any action and execute or otherwise authenticate any record or other documentation that Bank considers necessary or advisable to accomplish the purposes of this Agreement, including but not limited to, the following actions: (1) to endorse and collect all checks, drafts, other payment orders and instruments representing or included in the Collateral or representing any payment, dividend or distribution relating to any Collateral or to take any other action to enforce, collect or compromise any of the Collateral; (2) to transfer any Collateral into the name of Bank or its attorney nominee or any broker-dealer (including converting physical certificates to book-entry holdings) and to execute any control agreement on Pledgor’s behalf and as attorney-in-fact for Pledgor in order to perfect Bank’s first priority and continuing Lien in the Collateral and in order to provide Bank with control of the Collateral, and Pledgor’s signature on or other authentication of this Agreement shall constitute an irrevocable direction by Pledgor to any financial institution, custodian, broker-dealer, any other securities intermediary or commodity intermediary holding any Collateral to comply with the instructions or entitlement orders, as applicable of Bank, without the further consent of Pledgor or any other person and Bank as attorney-in-fact may and shall direct the Securities Intermediary to act unconditionally on Bank’s instructions received from Bank; (3) to exchange any of the Collateral upon any merger, consolidation or other reorganization; (4) to exercise any right, privilege or option pertaining to any Collateral, but Bank has no obligation to do so; (5) to file any claims, take any actions or institute any proceedings which Bank determines to be necessary or appropriate to collect or preserve the Collateral or to enforce Bank’s rights with respect to the Collateral; (6) to exercise any right, privilege or option pertaining to any Collateral, but Bank has no obligation to do so; (7) to execute in the name of or otherwise authenticate on behalf of Pledgor any record reasonably believed necessary or appropriate by Bank for compliance with laws, rules or regulations applicable to any Collateral, or in connection with exercising Bank’s rights under this Agreement; (9) to do and take any and all of actions with respect to the aforesaid. 2.10 Each Pledgor irrevocably appoints the Bank as its lawful attorney and agent to execute financing statements on such ▇▇▇▇▇▇▇’s behalf, as permitted by law, Collateral and to give perform any notice it deems appropriate of Pledgor’s obligations under this Agreement. This appointment is irrevocable and on its behalf to file financing statements signed by Bank alone in any appropriate public officecoupled with an interest and shall survive the death or disability of Pledgor.

Grant of Security Interest and Pledge. 2.1 For value received, receipt of which is hereby acknowledged, each (a) Pledgor hereby grants to Bank Lender a first priority security interest in and lien upon the Collateral as security for the Debt and all costs, expenses and attorneys’ ' fees incurred by Bank Lender in collecting the Debt or enforcing the Loan Agreement and the Note. (b) Concurrently with the execution of this Agreement and/or any instrument(s) Pledge Security Agreement, Pledgor shall deliver to the Lender, all certificates representing the Collateral and, if the Collateral is uncertificated, shall sign one or more financing statements evidencing the Debt. Each Pledgor is executing and delivering this Agreement to Bank in consideration of the premises and for other valuable consideration. Each Pledgor understands that Bank is willing to advance funds to such Pledgor only upon certain terms and conditions, one of which is that such Pledgor grant Bank a security interest in the Collateral as security for the Debt. 2.2 Each Pledgor authorizes Bank, at any time after the occurrence and continuance of an event of default pursuant to any Debt pledge of such Pledgor to Bank, to transfer or to require the issuer of any Collateral to transfer the Collateral into the name of Bank or Bank’s nominee, but Bank shall be under no duty to do soLender. Notwithstanding any contrary provision or inference herein or elsewhere, Bank Lender shall have no right to vote the Collateral (if applicable) at any time or any right to receive dividends or other distributions thereof unless and until an Event of Default has occurred. The security interest in and lien upon the Debt Collateral granted to Bank or any part thereof Lender hereunder shall have become in default in any manner and attach upon delivery of the same shall not have been paid in full upon demandCollateral to the Lender. Bank Lender shall have, in addition to the rights and remedies described in this Pledge Security Agreement, all the rights and remedies of a secured party under the applicable New York Uniform Commercial Code. 2.4 With respect to any Pledgor, in the event that the sum of the Net Market Value of the Collateral of such Pledgor at any time is less than the Debt Amount of such Pledgor, such Pledgor shall deliver additional collateral to Bank so that the Net Market Value of the Collateral, including the additional collateral, shall be equal to or greater than the Debt Amount. All such additional collateral shall be delivered no later than the close of business on the second business day next following Bank’s demand for the delivery of such additional collateral. For purposes of this Agreement, the market value of the Collateral shall be determined by utilizing the “bid”, “close” or “sale” price for the Collateral in question as it appears in the most current issue of The Wall Street Journal or if it does not so appear, any other reasonable source Bank deems appropriate. Each Pledgor shall be solely responsible for insuring that the sum of the Net Market Value of its Collateral shall be equal to or greater than its Debt Amount. At the time of addition, such additional collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act. 2.5 Notwithstanding anything to the contrary contained herein, Bank shall maintain an independent right to determine the market value of the Collateral at any time and to further demand that additional collateral be deposited with Bank within two (2) business days following such demand, if, and to the extent that, at any time, Bank determines that the sum of the Net Market Value of the Collateral with respect to any Pledgor is less than the Debt Amount of such Pledgor or that such Pledgor has not so deposited necessary additional collateral under circumstances requiring such additional deposit. 2.6 Until receipt of notice from the Bank, after the occurrence and continuance of an event of default pursuant to any Debt of a Pledgor to the Bank, such Pledgor or its agent shall have the right to substitute different collateral (the “Substituted Collateral”) throughout the term of this Agreement, provided that (a) the procedure therefor is delivery versus substitution, (b) so long as after such substitution the Net Market Value of the Substituted Collateral and any remaining Collateral is equal to or greater than the Debt Amount of such Pledgor, and (c) such Substituted Collateral satisfies all other terms and conditions of this Agreement. In the event that a Pledgor or its agent determines to substitute collateral, such Pledgor will provide notification to Bank at least two (2) business days prior to such proposed substitution, which notice shall include a complete description of the collateral to be substituted by such Pledgor or its agent for Collateral held by the Bank. No written consent from the Bank shall be required if the Substituted Collateral are securities which are regularly traded on the NYSE, ASE, or NASDAQ National Market or are obligations of the U.S. Government and in the discretion of the Bank, any such securities are unrestricted, marginable, freely tradable, not subject to Rule 144 and have a per share value in excess of $10.00. 2.7 In the case of Section 2.6, such Substituted Collateral shall and will be owned by the relevant Pledgor, will have a market value equal to or exceeding the Debt Amount and will not be subject to any lien or other encumbrances other than the lien provided for in this Agreement; provided, however, that securities loans or other investment activity that requires that the Borrower segregate assets to cover any liability thereunder, or liens to the Bank as custodian of such Pledgor’s assets shall not be deemed to be in violation hereof. At the time of substitution, such Substituted Collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act and the Collateral for which it is substituted shall be automatically released. Notwithstanding the foregoing, each Pledgor hereby agrees to perform such other acts and execute such further documentation as Bank in its discretion may reasonably require to perfect its security interest in such Substituted Collateral and the Bank agrees to perform such other acts and execute such further documentation as such Pledgor in its discretion may reasonably require to effectuate the release of the Collateral to be released. Should such Substituted Collateral consist in whole or part of assets in form different than that originally pledged, the relevant Pledgor shall inform Bank immediately of such fact and undertake all appropriate procedures to allow Bank to properly perfect its security interest in such assets and retain a first priority security interest in the Collateral. 2.8 No Pledgor will sell, transfer, pledge, assign or otherwise encumber the Collateral or any Substituted Collateral, except to the extent permitted hereunder. 2.9 Each Pledgor hereby irrevocably authorizes and empowers Bank, at any time, and from time to time, upon the occurrence and continuance of an event of default with respect to any Debt, for its own use and benefit, either in its own name or in the name of such Pledgor (i) to demand, collect, and receive payment of any and all monies or proceeds due or to become due under the Collateral, (ii) to execute any and all instruments required for the withdrawal or repayment of same, or any part thereof, (iii) to insert in any instrument for the withdrawal of funds signed by such Pledgor, the date and amount due and to complete such instrument in any respect, and (iv) to in all respects deal with the Collateral as the holder thereof, and such Pledgor hereby irrevocably constitutes and appoints Bank as its attorney to do any and all of the aforesaid. 2.10 Each Pledgor irrevocably appoints the Bank Lender as its lawful attorney and agent on Pledgor's behalf to execute any UCC-1 financing statements on or UCC-3 amendments, to file such documents signed by Lender alone in any appropriate public office, and to register a pledge of any of the Collateral with any issuer of the Collateral. (c) If, while this Agreement is in effect, (i) Pledgor shall become entitled to receive or shall receive any securities or any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization), option or rights, whether as an addition to, in substitution of, or in exchange for any shares of any Collateral, or otherwise, or (ii) if any additional shares of common stock of Private Label Cosmetics, Inc. and/or Fashion Laboratories, Inc. are released to Pledgor under the terms of that certain Escrow Agreement, dated as of August 22, 1996, by and among Michael J. Assante, Pledgor a▇▇ ▇▇▇▇▇▇▇’s behalf, ▇▇▇▇▇▇, Kaplowitz & Curtin LLP (the "▇▇▇▇▇▇ ▇▇ree▇▇▇▇"), then Pledgor agrees to accept the same as Lender's agent and to hold the same in trust on behalf of and for the benefit of Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by the Lender, subject to the terms hereof, as permitted additional collateral security for the Debt. Any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any issuer of securities constituting Collateral shall be paid over to the Lender to be held by lawit in trust as additional collateral security for the Debts; and in case any distributions of capital shall be made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of securities constituting Collateral or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender to be held by it as additional collateral security for the Debt. All sums of money and property so paid or distributed in respect of the Collateral which are received by Pledgor shall, until paid or delivered to give the Lender, be held by Pledgor in trust as additional collateral security for the Debt. (d) Pledgor will not sell, transfer, pledge, exchange, assign or otherwise dispose of or encumber the Collateral, or any notice it deems appropriate interest therein or any proceeds thereof, whether by operation of law or otherwise (e) This Agreement is in addition to and on without limitation of any right of Lender under the Loan Agreement, or any other agreement, security agreement, mortgage or guaranty granted by the Pledgor to Lender. This Agreement is absolute and without any conditions. Lender can enforce its behalf rights in the Collateral immediately upon an Event of Default without having first to file financing statements signed by Bank alone in attempt any appropriate public officecollection from Borrower.

Grant of Security Interest and Pledge. 2.1 For value received(a) As security for the payment and performance by Pledgor pursuant to the PAMCO Guaranty, receipt of which is hereby acknowledged, each Pledgor hereby pledges, transfers, conveys, hypothecates, mortgages, assigns, sets over, delivers and grants to Bank Secured Party a first priority security interest in and lien upon to (i) all of the Collateral as security for the Debt currently issued and outstanding shares of capital stock of PILIC and all costs, expenses and attorneys’ fees incurred by Bank in collecting shares of capital stock of PILIC issued during the Debt or enforcing term of this Agreement and/or any instrument(s(collectively, the "PILIC Shares"), all income, stock dividends and other distributions therefrom (such PILIC Shares, proceeds, products, income, stock dividends and distributions being referred to collectively as the "stock Collateral"); (ii) evidencing the Debt. Each Pledgor is executing and delivering this Agreement to Bank in consideration of the premises and for other valuable consideration. Each Pledgor understands that Bank is willing to advance funds to such Pledgor only upon certain terms and conditions, one of which is that such Pledgor grant Bank a security interest in the Collateral as security for the Debt. 2.2 Each Pledgor authorizes Bank, at any time after the occurrence and continuance of an event of default pursuant to any Debt of such Pledgor to Bank, to transfer or to require the issuer of any Collateral to transfer the Collateral into the name of Bank or Bank’s nominee, but Bank shall be under no duty to do so. Notwithstanding any contrary provision or inference herein or elsewhere, Bank shall have no the right to vote the Collateral (if applicable) at any time or any right to receive dividends or other distributions thereof unless and until the Debt to Bank or any part thereof shall have become in default in any manner and the same shall not have been paid in full upon demand. Bank shall have, in addition to the rights and remedies described in this Agreement, all the rights and remedies of a secured party under the applicable Uniform Commercial Code. 2.4 With respect to any Pledgor, in the event that the sum of the Net Market Value of the Collateral of such Pledgor at any time is less than the Debt Amount of such Pledgor, such Pledgor shall deliver additional collateral to Bank so that the Net Market Value of the Collateral, including the additional collateral, shall be equal to or greater than the Debt Amount. All such additional collateral shall be delivered no later than the close of business on the second business day next following Bank’s demand for the delivery of such additional collateral. For purposes of this Agreement, the market value of the Collateral shall be determined by utilizing the “bid”, “close” or “sale” price for the Collateral in question as it appears in the most current issue of The Wall Street Journal or if it does not so appear, any other reasonable source Bank deems appropriate. Each Pledgor shall be solely responsible for insuring that the sum of the Net Market Value of its Collateral shall be equal to or greater than its Debt Amount. At the time of addition, such additional collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act. 2.5 Notwithstanding anything to the contrary contained herein, Bank shall maintain an independent right to determine the market value of the Collateral at any time and upon giving ten (10) days prior written notice to further demand Secured Party and to Collateral Agent, that additional collateral be deposited with Bank within two Pledgor intends to substitute for the Stock Collateral a letter of credit, cash or cash equivalent in the principal amount of Five Million Dollars (2$5,000,000) business days following (such demandletter of credit cash or cash equivalent being referred to collectively as the Cash Collateral) (the Stock Collateral and the Cash Collateral being referred to collectively as the "Collateral"). Upon receipt by Secured Party or Collateral Agent of the Cash Collateral in form satisfactory to the Secured Party, ifat Secured Party's reasonable discretion, Secured Party shall assign to Pledgor all of Secured Party's right title and interest in and to the extent thatStock Collateral, at any timerelease all liens and encumbrances which Secured Party has upon the Stock Collateral, Bank determines that the sum of the Net Market Value of and shall instruct the Collateral with respect Agent to any deliver the Stock Collateral to Pledgor, and thereupon Pledgor is less than shall be released from all further liability pursuant to Sections 2(d), 2(e), 2(f), 2(g), 4 and 11 hereunder.. Secured Party shall be entitled to hold the Debt Amount of such Pledgor or that such Pledgor has not so deposited necessary additional collateral under circumstances requiring such additional depositCollateral and to exercise rights incident thereto, subject, however, to the terms and conditions set forth herein. 2.6 Until receipt of notice from the Bank, after the occurrence and continuance of an event of default pursuant to any Debt of a Pledgor to the Bank, such Pledgor or its agent shall have the right to substitute different collateral (the “Substituted Collateral”) throughout the term of this Agreement, provided that (a) the procedure therefor is delivery versus substitution, (b) so long Pledgor hereby designates and appoints Secured Party as after such substitution the Net Market Value its attorney-in-fact and proxy, with full power of the Substituted Collateral and any remaining Collateral is equal to or greater than the Debt Amount of such Pledgor, and (c) such Substituted Collateral satisfies all other terms and conditions of this Agreement. In the event that a Pledgor or its agent determines to substitute collateral, such Pledgor will provide notification to Bank at least two (2) business days prior to such proposed substitution, which notice shall include a complete description of the collateral to be substituted by such Pledgor or its agent for Collateral held by the Bank. No written consent from the Bank shall be required if the Substituted Collateral are securities which are regularly traded on the NYSE, ASE, or NASDAQ National Market or are obligations of the U.S. Government designation and in the discretion of the Bank, any such securities are unrestricted, marginable, freely tradable, not subject to Rule 144 appointment is irrevocable and have a per share value in excess of $10.00. 2.7 In the case of Section 2.6, such Substituted Collateral shall and will be owned by the relevant Pledgor, will have a market value equal to or exceeding the Debt Amount and will not be subject to any lien or other encumbrances other than the lien provided for in this Agreement; provided, however, that securities loans or other investment activity that requires that the Borrower segregate assets to cover any liability thereunder, or liens to the Bank as custodian of such Pledgor’s assets shall not be deemed to be in violation hereof. At the time of substitution, such Substituted Collateral shall immediately be subject to the lien provided for in this Agreement without the performance of any further or other act and the Collateral for which it is substituted shall be automatically released. Notwithstanding the foregoing, each Pledgor hereby agrees to perform such other acts and execute such further documentation as Bank in its discretion may reasonably require to perfect its security interest in such Substituted Collateral and the Bank agrees to perform such other acts and execute such further documentation as such Pledgor in its discretion may reasonably require to effectuate the release of the Collateral to be released. Should such Substituted Collateral consist in whole or part of assets in form different than that originally pledged, the relevant Pledgor shall inform Bank immediately of such fact and undertake all appropriate procedures to allow Bank to properly perfect its security interest in such assets and retain a first priority security interest in the Collateral. 2.8 No Pledgor will sell, transfer, pledge, assign or otherwise encumber the Collateral or any Substituted Collateral, except to the extent permitted hereunder. 2.9 Each Pledgor hereby irrevocably authorizes and empowers Bank, at any time, and from time to timecoupled with an interest, upon the occurrence and continuance of an event Event of default with respect to any Debt, Default (as hereinafter defined) for its own use and benefit, either in its own name or in the name purpose of such Pledgor (i) to demand, collect, and receive payment of performing any and all monies or proceeds due or to become due under acts, in the Collateralname, (ii) to execute any place and all instruments required for the withdrawal or repayment stead of same, or any part thereof, (iii) to insert in any instrument for the withdrawal of funds signed by such Pledgor, the date and amount due and to complete such instrument in any respect, and (iv) to in all respects deal with the Collateral as the holder thereof, and such Pledgor hereby irrevocably constitutes and appoints Bank as its attorney to do any and all of the aforesaidwhich are authorized by this Agreement. 2.10 Each Pledgor irrevocably appoints the Bank as its lawful attorney and agent to execute financing statements on such ▇▇▇▇▇▇▇’s behalf, as permitted by law, and to give any notice it deems appropriate and on its behalf to file financing statements signed by Bank alone in any appropriate public office.