STOCK OF WHATEVER CLASS OF THE ISSUERS, NOW OR
HEREAFTER OWNED BY THE COMPANY, TOGETHER WITH IN EACH CASE THE CERTIFICATES
EVIDENCING THE SAME (COLLECTIVELY, THE "PLEDGED STOCK");
B.
ALL SHARES, SECURITIES, MONEYS OR
PROPERTY REPRESENTING A DIVIDEND ON ANY OF THE PLEDGED STOCK, OR REPRESENTING A
DISTRIBUTION OR RETURN OF CAPITAL UPON OR IN RESPECT OF THE PLEDGED STOCK, OR
RESULTING FROM A SPLIT-UP, REVISION, RECLASSIFICATION OR OTHER LIKE CHANGE OF
THE PLEDGED STOCK OR OTHERWISE RECEIVED IN EXCHANGE THEREFOR, AND ANY
SUBSCRIPTION WARRANTS, RIGHTS OR OPTIONS ISSUED TO THE HOLDERS OF, OR OTHERWISE
IN RESPECT OF, THE PLEDGED STOCK;
C.
WITHOUT AFFECTING THE OBLIGATIONS OF
THE COMPANY UNDER ANY PROVISION PROHIBITING SUCH ACTION HEREUNDER OR UNDER THE
PURCHASE AGREEMENT OR THE NOTES, IN THE EVENT OF ANY CONSOLIDATION OR MERGER IN
WHICH ANY ISSUER IS NOT THE SURVIVING CORPORATION, ALL SHARES OF EACH CLASS OF
THE CAPITAL STOCK OF THE SUCCESSOR CORPORATION (UNLESS SUCH SUCCESSOR
CORPORATION IS THE COMPANY ITSELF) FORMED BY OR RESULTING FROM SUCH
CONSOLIDATION OR MERGER (THE PLEDGED STOCK, TOGETHER WITH ALL OTHER
CERTIFICATES, SHARES, SECURITIES, PROPERTIES OR MONEYS AS MAY FROM TIME TO TIME
BE PLEDGED HEREUNDER PURSUANT TO CLAUSE (A) OR (B) ABOVE AND THIS CLAUSE (C)
BEING HEREIN COLLECTIVELY CALLED THE "STOCK COLLATERAL");
D.
ALL ACCOUNTS AND GENERAL INTANGIBLES
(EACH AS DEFINED IN THE UNIFORM COMMERCIAL CODE) OF THE COMPANY CONSTITUTING ANY
RIGHT TO THE PAYMENT OF MONEY, INCLUDING (BUT NOT LIMITED TO) ALL MONEYS DUE AND
TO BECOME DUE TO THE COMPANY IN RESPECT OF ANY LOANS OR ADVANCES FOR THE
PURCHASE PRICE OF INVENTORY OR EQUIPMENT OR OTHER GOODS SOLD OR LEASED OR FOR
SERVICES RENDERED, ALL MONEYS DUE AND TO BECOME DUE TO THE COMPANY UNDER ANY
GUARANTEE (INCLUDING A LETTER OF CREDIT) OF THE PURCHASE PRICE OF INVENTORY OR
EQUIPMENT SOLD BY THE COMPANY AND ALL TAX REFUNDS (SUCH ACCOUNTS, GENERAL
INTANGIBLES AND MONEYS DUE AND TO BECOME DUE BEING HEREIN CALLED COLLECTIVELY
"ACCOUNTS");
E.
ALL INSTRUMENTS, CHATTEL PAPER OR
LETTERS OF CREDIT (EACH AS DEFINED IN THE UNIFORM COMMERCIAL CODE) OF THE
COMPANY EVIDENCING, REPRESENTING, ARISING FROM OR EXISTING IN RESPECT OF,
RELATING TO, SECURING OR OTHERWISE SUPPORTING THE PAYMENT OF, ANY OF THE
ACCOUNTS, INCLUDING (BUT NOT LIMITED TO) PROMISSORY NOTES, DRAFTS, BILLS OF
EXCHANGE AND TRADE ACCEPTANCES (HEREIN COLLECTIVELY CALLED "INSTRUMENTS");
F.
ALL INVENTORY (AS DEFINED IN THE
UNIFORM COMMERCIAL CODE) OF THE COMPANY AND ALL GOODS OBTAINED BY THE COMPANY IN
EXCHANGE FOR SUCH INVENTORY (HEREIN COLLECTIVELY CALLED "INVENTORY");
G.
ALL INTELLECTUAL PROPERTY AND ALL OTHER
ACCOUNTS OR GENERAL INTANGIBLES OF THE COMPANY NOT CONSTITUTING INTELLECTUAL
PROPERTY OR ACCOUNTS;
H.
ALL EQUIPMENT (AS DEFINED IN THE UNIFORM
COMMERCIAL CODE) OF THE COMPANY (HEREIN COLLECTIVELY CALLED "EQUIPMENT");
I.
EACH CONTRACT AND OTHER AGREEMENT OF
THE COMPANY RELATING TO THE SALE OR OTHER DISPOSITION OF INVENTORY OR EQUIPMENT;
J.
ALL DOCUMENTS OF TITLE (AS DEFINED
IN THE UNIFORM COMMERCIAL CODE) OR OTHER RECEIPTS OF THE COMPANY COVERING,
EVIDENCING OR REPRESENTING INVENTORY OR EQUIPMENT (HEREIN COLLECTIVELY