definiens: means any transaction, agreement or other contractual arrangement to which anentity unconsolidated with the Company is a party, under which the Company has:(a ) Any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 ofFASB Interpretation No . 45, Guarantor 's Accounting and Disclosure Requirements for Guarantees, Including IndirectGuarantees of Indebtedness of Others ( November 2002 ) ( ), as may be modified or supplemented, and that isnot excluded from the initial recognition and measurement provisions of FIN 45 pursuant to paragraphs 6 or 7 of thatInterpretation;(b ) A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement thatserves as credit, liquidity or market risk support to such entity for such assets;(c ) Any obligation, including a contingent obligation, under a Contract that would be accounted for as aderivative instrument, except that it is both indexed to the Company 's own stock and classified in stockholders ' equityin the Company 's statement of financial position, and therefore excluded from the scope of FASB Statement ofFinancial Accounting Standards No . 133, Accounting for Derivative Instruments and Hedging Activities ( June 1998),pursuant to paragraph 11(a ) of that Statement, as may be modified or supplemented ; or(d ) Any obligation, including a contingent obligation, arising out of a variable interest ( as referenced in FASBInterpretation No . 46, Consolidation of Variable Interest Entities ( January 2003 ), as modified or supplemented throughthe date hereof ) in an unconsolidated entity that is held by, and material to, the Company, where such entity providesfinancing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and developmentservices with, the Company;provided that any contingent liabilities arising out of litigation, arbitration or regulatory actions are not considered tobe “ Off - Balance Sheet Arrangements