DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: (i) the term "Stock" shall mean (x) with respect to corporations incorporated under the laws of the United States or any State or territory thereof (each a "Domestic Corporation"), all of the issued and outstanding shares of capital stock of any Domestic Corporation at any time owned by each Pledgor and (y) with respect to corporations not Domestic Corporations (each a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of any Foreign Corporation, provided that, (A)(I) except as provided in the last sentence of this Section 2, such Pledgor shall not be required to pledge hereunder more than 66% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote and (II) such Pledgor shall not be required to pledge the capital stock of any Joint Venture entered into by any Pledgor to the extent that such capital stock has been (or will be) pledged to support such Pledgor's guaranty of the obligations of such Joint Venture, in each case, to the extent that such guaranty and pledge are permitted by the Credit Agreement, and (B) the term "Stock" shall not include any Margin Stock; (ii) the term "Notes" shall mean (x) all Intercompany Notes at any time issued to each Pledgor and (y) all other promissory notes from time to time issued to, or held by, each Pledgor, provided, that, except as provided in the last sentence of this Section 2, no Pledgor shall be required to pledge hereunder any promissory notes (including any Intercompany Notes) issued to such Pledgor by any Foreign Subsidiary and (iii) the term "Securities" shall mean all of the Stock and Notes. Each Pledgor represents and warrants that on the date hereof (i) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A hereto; (ii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iii) the Notes held by such Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lender; and (iv) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. In the circumstances and to the extent provided in Section 7.10 of the Credit Agreement, the 66% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of ...

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein, (i) the term "Stock" shall mean (x) with respect to corporations incorporated under the laws of the United States or any State or territory thereof (each a "Domestic Corporation"), all of the issued and outstanding shares of capital stock at any time owned by the Pledgor of any Domestic Corporation and (y) with respect to corporations not Domestic Corporations (each a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time owned by the Pledgor of any Foreign Corporation, provided -------- that, except as provided in the last sentence of this Section 2, the Pledgor shall not be required to pledge hereunder more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote and (ii) the term "Notes" shall mean (x) all promissory notes at any time issued to the Pledgor by any of its Subsidiaries or Affiliates and (y) except as provided in the last sentence of this Section 2, the Pledgor shall not be required to pledge hereunder any promissory notes issued to the Pledgor by any Subsidiary of the Pledgor which is a Foreign Corporation. If and to the extent that the Collateral Agent receives or holds stock certificates representing more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote, the Collateral Agent agrees to act as bailee and custodian for the benefit of the Pledgor with respect to any portion of such capital stock representing more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote except as otherwise provided in the last sentence of this Section 2. As used herein, the term "Securities" shall mean all of the Stock and Notes. The Pledgor represents and warrants, as to the stock of corporations and promissory notes owned by the Pledgor, that on the date hereof (a) the Stock consists of the number and type of shares of the stock of the corporations as described in Part I of Schedule A hereto; (b) such Stock ---------- constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Part I of Schedule A hereto; (c) the ---------- Notes consist of the promissory notes described in Part II of Schedule A hereto; ---------- and (d) the Pledgor is the holder of record and sole beneficial owner of the Stock and the Notes and there exist no options or preemption rig...

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DEFINITION OF STOCK, NOTES, SECURITIES, ETC provisions of the Code or the regulations, published rules, published rulings, notices or other official pronouncements issued or promulgated thereunder, if the Pledgee requests a pledge of additional stock of any Foreign Subsidiary of a Pledgor, all of the stock of which Foreign Subsidiary has not already been pledged pursuant to this Agreement, then within 90 days after such request the relevant Pledgor shall either (i) pledge such additional stock of such Foreign Subsidiary or (ii) deliver to the Pledgee an opinion of the counsel of the respective Pledgor, which counsel shall be reasonably acceptable to the Pledgee, that the requested pledge of such additional stock is more likely than not to cause the undistributed earnings of such Foreign Subsidiary to be treated as a deemed dividend to such Foreign Subsidiary's United States parent for Federal income tax purposes.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein, (i) the term "Stock" shall mean (x) with respect to Domestic Subsidiaries, all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of any Domestic Subsidiary other than an Unrestricted Subsidiary, and (y) with respect to Foreign Subsidiaries, all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. (a) As used herein, (i) the term “Stock” shall mean (x) all of the issued and outstanding shares of stock of any corporation (including a corporation that is not organized under the laws of the United States or any State or territory thereof (a “Foreign Corporation”)) at any time directly owned by the Company, and (y) all of the voting and/or economic membership interests of an entity which is a limited liability company, partnership or other unincorporated entity at any time directly owned by the Company; (ii) the term “Notes” shall mean all promissory notes at any time issued to, payable to or to the order of, or held by, the Company; provided, however, that the term “Notes” shall not mean the promissory notes that were issued to the Company by former employees of the Company; and (iii) the term “Securities” shall mean the collective reference to the Stock and Notes.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC i) As used herein, (i) the term “Stock” shall mean (x) all of the issued and outstanding shares of stock of any corporation (other than a corporation that is not organized under the laws of the United States or any State or territory thereof (a “Foreign Corporation”)) at any time directly owned by Pledgor; (y) all of the issued and outstanding shares of capital stock of any Foreign Corporation at any time owned by Pledgor provided that Pledgor shall not be required to pledge hereunder (and the term “Stock” shall not include) more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote, and (z) all of the voting and/or economic membership interests of an entity which is a limited liability company, partnership or other unincorporated entity (each, a “Company”); (ii) the term “Notes” shall mean all promissory notes of any Borrower at any time issued to, or held by, Pledgor; and (iii) the term “Securities” shall mean all of the Stock and Notes.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein, (i) the term "Stock" shall mean all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of any corporation and (ii) the term "Notes" shall mean (A) all Intercompany Notes at any time issued to each Pledgor and (B) all other promissory notes from time to time issued to, or held by, each Pledgor. As used herein, the term "Securities" shall mean all of the Stock and the Notes. Each Pledgor represents and warrants, as to the stock of corporations and promissory notes owned by such Pledgor, that on the date hereof (a) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Part I of Annex A hereto; (b) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Part I of Annex A hereto; (c) the Notes held by such Pledgor consist of the promissory notes described in Part II of Annex A hereto; and (d) such Pledgor is the holder of record and sole beneficial owner of the Stock and the Notes held by such Pledgor, and there exist no options or preemption rights in respect of any of such Stock.

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