“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof, or the District of Columbia, excluding any FSHCO and any subsidiary of either a FSHCO or a Foreign Subsidiary.

Collateral shall mean the collateral under the Security Agreement, provided that in no event shall Collateral include Equity Interests in any CFC or FSHCO representing in excess of 65% of the Equity Interests in such CFC or FSHCO.

“Excluded Equity Interests” shall mean any Equity Interests in any Foreign Subsidiary or FSHCO in excess of 65% of the issued and outstanding voting Equity Interests of such Foreign Subsidiary or FSHCO directly or indirectly held by any Borrower or Guarantor.

“FSHCO” means any direct or indirect Subsidiary of the Borrower or any Subsidiary of a Guarantor, in each case, which Subsidiary that owns no material assets other than Capital Stock (or, if applicable, Capital Stock and indebtedness) of one or more Foreign Subsidiaries or another FSHCO.

“FSHCO” has the meaning set forth in the definition of “Excluded Subsidiary”.

“FSHCO” has the meaning set forth in the definition of “Excluded Subsidiary”.

“FSHCO” has the meaning set forth in the definition of “Excluded Foreign Subsidiary.”

in the case of any pledge of voting Equity Interests of any FSHCO (in each case, that is owned directly by the Borrower or a Subsidiary Loan Party) to secure the Secured Obligations, any voting Equity Interest of such FSHCO in excess of 65% of the outstanding Equity Interests of such class;

“Excluded Subsidiary” means # any CFC, FSHCO or a Subsidiary that is held directly or indirectly by a CFC or FSHCO, # any Restricted Subsidiary for which providing a guarantee is contractually prohibited on the date of such Restricted Subsidiary’s acquisition (other than by reason of any prohibition entered into in contemplation of such acquisition), # any Restricted Subsidiary for which the

“FSHCO” means any Subsidiary substantially all of the assets of which constitute the Equity Interests of CFCs.