DEFINED TERMS.
(A)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE RESPECTIVE
MEANINGS ASSIGNED TO THEM IN THE SECURED NOTE INDENTURE OR, IF NOT DEFINED
HEREIN OR THEREIN, IN THE INTERCREDITOR AGREEMENT. WHERE APPLICABLE AND EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TERMS USED HEREIN (WHETHER OR NOT
CAPITALIZED) THAT ARE DEFINED IN ARTICLE 8 OR ARTICLE 9 OF THE UNIFORM
COMMERCIAL CODE AS ENACTED IN THE STATE OF NEW YORK, AS AMENDED FROM TIME TO
TIME (THE "CODE"), AND ARE NOT OTHERWISE DEFINED HEREIN, IN THE SECURED NOTE
INDENTURE OR IN THE INTERCREDITOR AGREEMENT SHALL HAVE THE SAME MEANINGS HEREIN
AS SET FORTH THEREIN.
(B)
"COMPANY" SHALL MEAN INDIVIDUALLY EACH
RESTRICTED SUBSIDIARY AND "COMPANIES" SHALL MEAN COLLECTIVELY, ALL RESTRICTED
SUBSIDIARIES.
(C)
"LAW" SHALL MEAN ANY LAW (INCLUDING COMMON
LAW), CONSTITUTION, STATUTE, TREATY, REGULATION, RULE, ORDINANCE, OPINION,
RELEASE, RULING, ORDER, INJUNCTION, WRIT, DECREE, BOND, JUDGMENT, AUTHORIZATION
OR APPROVAL, LIEN OR AWARD OF OR SETTLEMENT AGREEMENT WITH ANY OFFICIAL BODY.
(D)
"NOTEHOLDER" MEANS "HOLDER" OR "HOLDER OF
NOTES" AS DEFINED IN THE SECURED NOTE INDENTURE.
(E)
"NOTEHOLDER COLLATERAL DOCUMENT" MEANS ANY
AGREEMENT, DOCUMENT OR INSTRUMENT PURSUANT TO WHICH A LIEN IS GRANTED BY THE
ISSUER OR ANY GUARANTOR TO SECURE ANY SECURED OBLIGATIONS OR UNDER WHICH RIGHTS
OR REMEDIES WITH RESPECT TO ANY SUCH LIENS ARE GOVERNED, AS THE SAME MAY BE
AMENDED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME.
(F)
"NOTEHOLDER DOCUMENT" MEANS COLLECTIVELY
(A) THE SECURED NOTE INDENTURE, THE SECURED NOTES AND THE NOTEHOLDER COLLATERAL
DOCUMENTS AND (B) ANY OTHER RELATED DOCUMENT OR INSTRUMENT EXECUTED AND
DELIVERED PURSUANT TO ANY NOTEHOLDER DOCUMENT DESCRIBED IN CLAUSE (A) ABOVE
EVIDENCING OR GOVERNING ANY SECURED OBLIGATIONS AS THE SAME MAY BE AMENDED,
RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME.
(G)
"OFFICIAL BODY" SHALL MEAN ANY NATIONAL,
FEDERAL, STATE, LOCAL OR OTHER GOVERNMENTAL OR POLITICAL SUBDIVISION OR ANY
AGENCY, AUTHORITY, BOARD, BUREAU, CENTRAL BANK, COMMISSION, DEPARTMENT OR
INSTRUMENTALITY OF EITHER, OR ANY COURT, TRIBUNAL, GRAND JURY OR ARBITRATOR, IN
EACH CASE WHETHER FOREIGN OR DOMESTIC.
(H)
"PERFECTION AGENT" SHALL MEAN (I) PRIOR TO
THE DISCHARGE OF SENIOR LENDER CLAIMS, THE ADMINISTRATIVE AGENT (INCLUDING, WITH
RESPECT TO ANY COLLATERAL DELIVERED TO OR HELD BY THE PERFECTION AGENT
HEREUNDER, IN ITS CAPACITY AS BAILEE FOR THE TRUSTEE, THE SECURED PARTY AND THE
NOTEHOLDERS UNDER SECTION 5.5 OF THE INTERCREDITOR AGREEMENT) AND
(II) THEREAFTER, THE SECURED PARTY.
(I)
"PERMITTED ENCUMBRANCE" HAS THE MEANING
SET FORTH IN SECTION 4(B).
(J)
"PLEDGED COLLATERAL" SHALL MEAN AND
INCLUDE THE FOLLOWING WITH RESPECT TO EACH COMPANY:
(I) THE CAPITAL STOCK,
SHARES, SECURITIES, INVESTMENT PROPERTY, MEMBER INTERESTS, PARTNERSHIP
INTERESTS, WARRANTS, OPTIONS, PUT RIGHTS, CALL RIGHTS, SIMILAR RIGHTS, AND ALL
OTHER OWNERSHIP OR PARTICIPATION INTERESTS, IN ANY COMPANY OWNED OR HELD BY ANY
PLEDGOR AT ANY TIME INCLUDING THOSE IN ANY COMPANY HEREAFTER FORMED OR ACQUIRED,
AND (II) ALL RIGHTS AND PRIVILEGES PERTAINING THERETO, INCLUDING WITHOUT
LIMITATION, ALL PRESENT AND FUTURE SECURITIES, SHARES, CAPITAL STOCK, INVESTMENT
PROPERTY, DIVIDENDS, DISTRIBUTIONS AND OTHER OWNERSHIP INTERESTS RECEIVABLE