Common use of DEFINITION OF STOCK, NOTES, SECURITIES, ETC Clause in Contracts

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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 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 Pledgor, and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time directly 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 Stockvote; (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 Subsidiary of such Pledgor which is a Foreign Subsidiary Corporation 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 lenderLender; and (iv) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. Securities. In the circumstances and to the extent provided in Section 7.10 7.12(b) of the Credit Agreement, the 66% limitation set forth in the proviso of clause (i)(y) and of this Section 2, the limitation set forth in the proviso of clause (iiii)(y) of this Section 2, and the limitations set forth in the last sentence in Section 3.2 hereof, in each case of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 the Pledgor of any Foreign Corporation, provided that, Material Subsidiary which is a Domestic Subsidiary and (A)(Iy) except as provided in the last sentence of this Section 2, such Pledgor shall not be required to pledge hereunder more than 6665% of the total combined voting power of all classes issued and outstanding shares of capital stock at any time owned by the Pledgor of any first tier 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 VentureSubsidiary which is a Material Subsidiary, 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) Note B and all Intercompany Notes at any time issued to each Pledgor and (y) all other promissory notes from time to time issued toin lieu thereof, 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 the Notes. Each The Pledgor represents and warrants warrants, as to the stock of Material Subsidiaries owned by the Pledgor and the Notes, that on the date hereof (ia) 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; (iib) 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; (iiic) the Notes held by such Pledgor consist of the promissory notes described in Part II of Annex B hereto where such Pledgor is listed as the lenderA hereto; and (ivd) on the date hereofPledgor is the holder of record and sole beneficial owner of the Stock, and there exist no options or preemptive rights in respect of any of such Pledgor owns no Securities other than those listed on Annexes A and B. In the circumstances Stock. If and to the extent that the Pledgee receives or holds stock certificates representing more than 65% of the total combined voting power of all classes of capital stock of any first tier Foreign Subsidiary that is a Material Subsidiary entitled to vote, the Pledgee agrees to act as bailee (and not as a pledgee, the Pledgee hereby disclaiming any security interest in such portion except as otherwise provided in the last sentence of this Section 7.10 2) and custodian for the benefit of the Credit AgreementPledgor 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 such Foreign Subsidiary entitled to vote except as otherwise provided in the last sentence of this Section 2. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder which would permit a pledge of 66% or more (or would be adjusted to permit a pledge of less than 66%) of the 66total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote without causing the undistributed earnings of such Foreign Subsidiary as determined for Federal income taxes to be treated as a deemed dividend to the Pledgor for Federal income tax purposes, then the 65% limitation set forth in clause (i)(yy) and of the limitation in the proviso of clause (ii) in each case first sentence of this Section 2 and in Section 3.2 hereof shall no longer be applicable (or shall be adjusted as appropriate) and such the Pledgor shall duly pledge and deliver to the Pledgee such of the Securities Stock not theretofore required to be pledged hereunderhereunder or the Pledgee shall return such Stock as applicable.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: (i) , the term "StockSTOCK" 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 the Pledgor of any Foreign Corporation, provided that, Material Subsidiary which is a Domestic Subsidiary and (A)(Iy) except as provided in the last sentence of this Section 2, such Pledgor shall not be required to pledge hereunder more than 6665% of the total combined voting power of all classes issued and outstanding shares of capital stock at any time owned by the Pledgor of any first tier 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 VentureSubsidiary which is a Material Subsidiary, 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 "NotesNOTES" shall mean (x) Note B and all Intercompany Notes at any time issued to each Pledgor and (y) all other promissory notes from time to time issued toin lieu thereof, 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 "SecuritiesSECURITIES" shall mean all of the Stock and the Notes. Each The Pledgor represents and warrants warrants, as to the stock of Material Subsidiaries owned by the Pledgor and the Notes, that on the date hereof (ia) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex Part I of ANNEX A hereto; (iib) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex Part I of ANNEX A hereto; (iiic) the Notes held by such Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lenderPart II of ANNEX A hereto; and (ivd) on the date hereofPledgor is the holder of record and sole beneficial owner of the Stock, and there exist no options or preemptive rights in respect of any of such Pledgor owns no Securities other than those listed on Annexes A and B. In the circumstances Stock. If and to the extent that the Pledgee receives or holds stock certificates representing more than 65% of the total combined voting power of all classes of capital stock of any first tier Foreign Subsidiary that is a Material Subsidiary entitled to vote, the Pledgee agrees to act as bailee (and not as a pledgee, the Pledgee hereby disclaiming any security interest in such portion except as otherwise provided in Section 7.10 the last sentence of this SECTION 2) and custodian for the benefit of the Credit AgreementPledgor 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 such Foreign Subsidiary entitled to vote except as otherwise provided in the last sentence of this SECTION 2. If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder which would permit a pledge of 66% or more (or would be adjusted to permit a pledge of less than 66%) of the 66total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote without causing the undistributed earnings of such Foreign Subsidiary as determined for Federal income taxes to be treated as a deemed dividend to the Pledgor for Federal income tax purposes, then the 65% limitation set forth in clause (i)(yy) and of the limitation in the proviso of clause (ii) in each case first sentence of this Section SECTION 2 and in Section 3.2 hereof shall no longer be applicable (or shall be adjusted as appropriate) and such the Pledgor shall duly pledge and deliver to the Pledgee such of the Securities Stock not theretofore required to be pledged hereunderhereunder or the Pledgee shall return such Stock as applicable.

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 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 each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time directly owned by any Pledgor of any Foreign CorporationCorporation (except for the stock of Globe Elastic Thread, Ltd., which is in the process of being dissolved), 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 6665% 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 Stockvote; (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 Subsidiary of such Pledgor which is a Foreign Subsidiary Corporation 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. Securities. In the circumstances and to the extent provided in Section 7.10 7.13 of the Credit Agreement, the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of the first sentence, the first sentence of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 of any Domestic Corporation and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time owned by any each Pledgor of any Foreign CorporationCorporation and all certificates and instruments evidencing the same, provided that, (A)(Ia) except as provided in the last sentence of this Section 2, such Pledgor (to the extent that it is a Domestic Subsidiary of the Borrower) shall not be required to pledge hereunder more than 6665% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote (herein called "Voting Stock") and (IIb) such the Pledgor shall not be required to pledge hereunder 100% of the issued and outstanding shares of all capital stock which is not Voting Stock (herein called "Non-Voting Stock") at any time owned by the Pledgor 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 StockForeign Corporation; (ii) the term "Notes" shall mean (x) all Intercompany Notes promissory 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 hereof: (ia) each Subsidiary of each Pledgor, and the direct ownership thereof, is listed on Annex A hereto; (b) 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 B hereto; (iic) each Pledgor is the holder of record and beneficial owner of such Stock; (d) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiie) the Notes held by such each Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lenderC hereto; and (ivf) on the date hereof, such each Pledgor owns or possesses 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: , (i) the term "Stock" shall mean (x) with respect to corporations incorporated under the laws securities consisting of the United States or any State or territory thereof (each a "Domestic Corporation"), and all of the issued and outstanding shares of capital stock of any Domestic Corporation at any time owned by each Pledgor and (ywhether certificated or uncertificated) 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 (x) any Foreign Corporation, provided that, (A)(I) except as provided in the last sentence Subsidiary 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 (IIy) 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 caseother corporation, to the extent that the Pledgors own shares in such guaranty and pledge are permitted by the Credit Agreement, and (B) the term "Stock" shall not include any Margin Stockcorporations with an aggregate value in excess of $45,000; (ii) the term "Notes" shall mean (x) all Intercompany Notes promissory notes at any time issued to each Pledgor and (y) all other promissory notes from time to time issued to, or held by, each any Pledgor, ; provided, thathowever, except as provided in the last sentence of this Section 2, no Pledgor term "Notes" shall be required to pledge hereunder not include (A) any promissory notes (including from employees, officers and directors of any Intercompany Notes) Pledgor with a face value of less than $500,000 to the extent the aggregate amount of all such promissory notes issued to or held by, the Pledgors does not exceed $2,500,000 and (B) any promissory notes from a customer of any Pledgor to the extent the aggregate amount of all such Pledgor promissory notes issued to or held by any Foreign Subsidiary the Pledgors does not exceed $700,000; and (iii) the term "Securities" shall mean all of the Stock and Notes. Each Pledgor represents and warrants that on the date hereof hereof: (ia) the Stock (described in clause (x) of the definition hereof) held by such Pledgor consists of the number and type of shares of the stock of the corporations as described under the name of such Pledgor in Part I of Annex A hereto; (iib) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth under the name of such Pledgor in Part I of Annex A hereto; (iiic) the Notes held by such Pledgor consist of the promissory notes described under the name of such Pledgor in Part II of Annex B A hereto where and (d) such Pledgor is listed as the lender; holder of record and (iv) on sole beneficial owner of the date hereof, Stock and Notes held by such Pledgor owns and there exist no Securities other than those listed on Annexes A and B. In the circumstances and to the extent provided options or preemption rights in Section 7.10 respect of the Credit Agreement, the 66% limitation set forth in clause (i)(y) and the limitation in the proviso any of clause (ii) in each case of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderStock.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: (i) the term "Stock" shall mean (x) with respect to corporations incorporated under the laws law of the United States or any State or territory thereof (each each, a "Domestic Corporation"), all of the issued and outstanding shares of capital stock of any Domestic Corporation corporation at any time owned by each Pledgor of any Domestic Corporation and all certificates and instruments evidencing the same and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time owned by any each Pledgor of any Foreign CorporationCorporation and all certificates and instruments evidencing the same, 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 6665% 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 Stockvote; (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, ; provided that, except as provided in the last sentence of this Section 2, no such Pledgor shall not be required to pledge hereunder (and the term "Notes" shall not include) any promissory notes (including any Intercompany Notes) issued to such Pledgor by any Subsidiary of such Pledgor which is a Foreign Subsidiary Corporation; and (iii) the term "Securities" shall mean all of the Stock and Notes. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed on Annex A hereto; (ii) 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 B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B C hereto where such Pledgor is listed as the lender; (v) such Pledgor is the holder of record and sole beneficial owner of the Stock and Notes held by such Pledgor and there exist no options or preemptive rights in respect of any such Stock; and (ivvi) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. In the circumstances and Securities. From time to time, to the extent provided in Section 7.10 8.16 of the Credit Agreement, (a) the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) ), in each case of the first sentence of this Section 2 and in Section 3.2 hereof hereof, shall no longer be applicable and (b) such Pledgor shall duly pledge and deliver to the Pledgee such of the additional Securities not theretofore required to be pledged hereunder and (c) the Pledgee shall release Securities pledged hereunder.

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 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 each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time directly 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 6665% 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 Stockvote; (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 Subsidiary of such Pledgor which is a Foreign Subsidiary Corporation 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 lenderLender; and (iv) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. Securities. In the circumstances and to the extent provided in Section 7.10 7.12 of the Credit Agreement, the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of the first sentence of the first sentence of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 subject to Section 8.16 of the last sentence of this Section 2Credit Agreement, such Pledgor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder of, more than 6665% 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 Stockvote; (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, and nothing herein shall be deemed to constitute a pledge hereunder of, any promissory notes (including any Intercompany Notes) issued to such Pledgor (A) by any direct or indirect Subsidiary of the Borrower which is a Foreign Subsidiary Corporation or (B) by any employee of the Borrower issued in the ordinary course of business so long as not more than $600,000 of such employee loans are outstanding at any one time; provided, however, if more than $600,000 of such employee loans are outstanding, Pledgor shall deliver to Pledgee all notes representing such loans, except up to $100,000 in notes of $25,000 or less; and (iii) the term "Securities" shall mean all of the Stock and Notes. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) 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; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lenderLender; and (ivv) 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

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 each, a "Domestic Corporation"), all of the issued and outstanding shares of capital stock of any Domestic Corporation at any time owned by each the Pledgor and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time directly owned by any the 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 the 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 The Pledgor represents and warrants that on the date hereof (i) each Subsidiary of the Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such the Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such the Pledgor consist of the promissory notes described in Annex B C hereto where such the Pledgor is listed as the lender; and (ivv) on the date hereof, such the 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

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 corporation at any time owned by each Pledgor and (y) with respect to corporations not Domestic Corporations (each a "Foreign Corporation")Pledgor, 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 "Promissory 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 Promissory Notes. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) 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; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iiiiv) the Promissory Notes held by such Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lenderobligee; (v) such Pledgor is the holder of record and sole beneficial owner of the Stock and the Promissory Notes held by such Pledgor and there exist no options or preemption rights in respect of any of such Stock; and (ivvi) 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: (i) the term "Stock" shall mean (x) with respect to corporations incorporated under the laws law of the United States or any State or territory thereof (each each, a "Domestic Corporation"), all of the issued and outstanding shares of capital stock of any Domestic Corporation corporation at any time owned by each Pledgor of any Domestic Corporation and all certificates and instruments evidencing the same and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time owned by any each Pledgor of any Foreign CorporationCorporation and all certificates and instruments evidencing the same, provided that, (A)(I) except as provided in the last sentence of this Section 2, such Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall not be required to pledge hereunder more than 6665% 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 Stockvote; (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) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed on Annex A hereto; (ii) 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 B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B C hereto where such Pledgor is listed as the lender; (v) such Pledgor is the holder of record and sole beneficial owner of the Stock and Notes held by such Pledgor and there exist no options or preemptive rights in respect of any such Stock; and (ivvi) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. In the circumstances and to Securities. To the extent provided in Section 7.10 of the Credit Agreement, the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of this Section 2 and in Section 3.2 hereof shall no longer be applicable appli- cable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 Corporationcorporation (other than Excluded Stock) , 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 shall, except as otherwise defined herein, 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 any 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, and (iv) the term "Excluded Stock" shall mean any shares of capital stock owned by any Pledgor in any Subsidiary established after the date hereof which does not own a Borrowing Base Property or a Borrowing Base Pledged Mortgage Loan and/or an equity interest in any other Subsidiary which owns any Borrowing Base Property or Borrowing Base Pledged Mortgage Loan, provided that the conditions set forth in the last sentence of Section 8.12 of the Credit Agreement with respect to such Subsidiary are satisfied. 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

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 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 each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time directly 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 6665% 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 Stockvote; (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 Subsidiary of such Pledgor which is a Foreign Subsidiary Corporation and (iii) the term "Securities" shall mean all of the Stock and Notes; provided -------- that, notwithstanding the foregoing, the term "Securities" shall not include any Notes listed in Annex D hereto. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) 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 B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B C hereto where such Pledgor is listed as the lenderLender; and (ivv) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. Securities. In the circumstances and to the extent provided in Section 7.10 7.14 of the Credit Agreement, the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 the Pledgor of any Domestic Corporation and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock at any time owned by any the Pledgor of any Foreign CorporationCorporation and all certificates and instruments evidencing the same, provided that, (A)(Ia) except as provided in the last sentence of this Section 2, such Pledgor shall not be required to pledge hereunder more than 6665% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote (herein called "Voting Stock") and (IIb) such the Pledgor shall not be required to pledge hereunder 100% of the issued and outstanding shares of all capital stock which is not Voting Stock (herein called "Non-Voting Stock") at any time owned by the Pledgor 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 StockForeign Corporation; (ii) the term "Notes" shall mean (x) all Intercompany Notes promissory 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 The Pledgor represents and warrants that on the date hereof hereof: (ia) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations corporation as described in Part I of Annex A hereto; (iib) 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; (iiic) the Notes held by such Pledgor consist of the promissory notes described in Part II of Annex B hereto where such A hereto; (d) the Pledgor is listed as the lenderholder of record and sole beneficial owner of the Stock and Notes and there exists no options or preemption rights in respect of any of the Stock; and (ive) on the date hereof, such the Pledgor owns or possesses 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

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) PROVIDED that except as provided in the last sentence of this Section 2, such Pledgor shall not be required to pledge hereunder more than 6665% 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 Stockvote; (ii) the term "Notes" shall mean (x) all Intercompany Notes at any time issued to each Pledgor and (y) all other promissory notes with a face amount of $500,000 or more from time to time issued to, or held by, each Pledgor, provided, that, 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 Subsidiary of such Pledgor which is a Foreign Subsidiary Corporation; and (iii) the term "Securities" shall mean all of the Stock and Notes. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) 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 B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B C hereto where such Pledgor is listed as the lenderBank; and (ivv) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. Securities. In the circumstances and to the extent provided in Section 7.10 7.14 of the Credit Agreement, the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.

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 (other than Garlxxx Xxxrings, Inc.) (each a "Domestic Corporation"), all of the issued and outstanding shares of capital stock of any Domestic Corporation at any time owned by each any Pledgor and (y) with respect to corporations that are not Domestic Corporations (each a "Foreign Corporation"), all of the issued and outstanding shares of capital stock of any Foreign Corporation at any time owned by any Pledgor of any Foreign CorporationPledgor, provided that, (A)(I) except as provided in the last sentence of this Section 2, such each 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 promissory notes at any time issued to each any Pledgor by any of its Subsidiaries or Affiliates and (y) all other promissory notes from time to time issued to, or held by, each any Pledgor, provided, 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 Subsidiary of such Pledgor which is a Foreign Subsidiary and (iii) Corporation. As used herein, the term "Securities" shall mean all of the Stock and Notes. Each Pledgor represents and warrants warrants, as to the stock of corporations and promissory notes owned by such Pledgor, that on the date hereof Fifth Amendment Effective Date (ia) the Stock held by of such Pledgor consists of the number and type of shares of the stock of the corporations as described under the name of such Pledgor in Part I of Annex A hereto; (iib) 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; (iiic) the Notes held by of such Pledgor consist of the promissory notes described in Part II of Annex B A hereto where such Pledgor is listed as the lender"Lender"; and (ivd) on the date hereof, such Pledgor owns is the holder of record and sole beneficial owner of the Stock so shown under its name and there exist no Securities other than those listed on Annexes A and B. options or preemption rights in respect of any such Stock. In the circumstances and only to the extent provided in Section 7.10 8.11 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.5 5

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 subject to Section 8.15 of the last sentence of this Section 2Credit Agreement, such Pledgor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder of, more than 6665% 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 Stockvote; (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) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) 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; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lenderLender; (v) 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; and (ivvi) 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

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 subject to Section 8.13 of the last sentence of this Section 2Credit Agreement, such Pledgor shall not be required to pledge hereunder, and nothing herein shall be deemed to constitute a pledge hereunder of, more than 6665% 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 Stockvote; (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) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) 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; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B hereto where such Pledgor is listed as the lenderLender; (v) 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; and (ivvi) 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

DEFINITION OF STOCK, NOTES, SECURITIES, ETC. As used herein: (i) subject to the immediately succeeding sentence, 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 Subsidiary at any time directly owned by each Pledgor and (y) with respect to corporations not Domestic Corporations (each a "Foreign Corporation")the Pledgor, including, without limitation, all of the issued and outstanding shares of capital AmerUs Life but excluding the 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 Trust formed in connection with 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 VenturePreferred Offering, 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) subject to the immediately succeeding sentence, the term "Notes" shall mean all surplus notes or surplus debentures (xincluding, without limitation, the Surplus Note) 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 by a Subsidiary of the Pledgor and owned by the Pledgor, providedincluding, thatwithout limitation, except as provided any surplus notes or surplus debentures issued by AmerUs Life and owned by the Pledgor, but excluding the Junior Subordinated Debenture issued by Borrower 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 connection with Preferred Offering and (iii) the term "Securities" shall mean all of the Stock and Notes. Each Notwithstanding anything to the contrary contained in this Agreement, the terms Stock, Notes, Securities and Collateral shall not include any stock or notes which the Pledgor is prohibited by statute from pledging; PROVIDED that in any event the Pledgor shall ensure that at all times there is pledged hereunder capital stock representing the maximum number of shares of AmerUs Life permitted by Applicable Law at any time to be pledged to the Banks hereunder. The Pledgor represents and warrants that on the date hereof (i) each direct Subsidiary of the Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such the Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex A B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such the Pledgor consist of the promissory notes described in Annex C hereto; (v) the stock and the Notes pledged hereunder are those described in Annexes A and B hereto where such Pledgor is listed as the lender; and (ivvi) on the date hereof, such the 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 this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunderSecurities.

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 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 all certificates and instruments evidencing the same and (y) with respect to corporations not Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock of any Foreign Corporation at any time owned by any each Pledgor of any Foreign Corporationand all certificates and instruments evidencing the same, provided 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 6665% 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 Stockvote; (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) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed on Annex A hereto; (ii) 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 B hereto; (iiiii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A B hereto; (iiiiv) the Notes held by such Pledgor consist of the promissory notes described in Annex B C hereto where such Pledgor is listed as the lender; (v) such Pledgor is the holder of record and sole beneficial owner of the Stock and Notes held by such Pledgor and there exist no options or preemptive rights in respect of any such Stock; and (ivvi) on the date hereof, such Pledgor owns no Securities other than those listed on Annexes A and B. In the circumstances and to Securities. To the extent provided in Section 7.10 of the Credit Agreement, the 6665% limitation set forth in clause (i)(y) and the limitation in the proviso of clause (ii) in each case of this Section 2 and in Section 3.2 hereof shall no longer be applicable and such Pledgor shall duly pledge and deliver to the Pledgee such of the Securities not theretofore required to be pledged hereunder.