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Qualified Counterparties with respect to such obligations that is reasonably satisfactory to them (it <br />is understood that the Administrative Agent may rely, without further inquiry, on a certificate of a <br />Responsible Officer of the Borrower to establish that the requirements of this clause (b) have been <br />satisfied). <br />"Initial Pledged Stock": all Equity Interests in the Issuer owned by the Pledgor on the date <br />hereof, including the Equity Interests listed on Schedule 1 hereto. <br />"Issuer": Peabody IC Funding Corp., a Delaware corporation. <br />"Majority Holders": as set forth in Section 8.1(b). <br />"Permitted Liens": the Liens permitted under Section 7.01 of the Credit Agreement. <br />"Pledged Stock": the Initial Pledged Stock and the Additional Pledged Stock. <br />"Proceeds": all "proceeds" as such term is defined in Section 9-102(a)(64) of the UCC <br />and, in any event, shall include, without limitation, all dividends or other income from the Pledged <br />Stock, collections thereon and distributions or payments with respect thereto. <br />"Qualified Counterparty": any Person who is a counterparty to a Specified Cash <br />Management Agreement or Secured Hedge Agreement. <br />"Secured Hed eg_A_greement": any Swap Contract evidencing Swap Obligations. <br />"Secured Parties": the Credit Parties and each Qualified Counterparty. <br />"Securities Act": the Securities Act of 1933, as amended. <br />"UCC": the Uniform Commercial Code as in effect from time to time in the State of New <br />York; provided, however, that in the event that, by reason of mandatory provisions of law, any or <br />all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the <br />Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New <br />York, the term "UCC" shall mean the Uniform Commercial Code as enacted and in effect in such <br />other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority <br />or remedies. <br />1.2 Other Definitional Provisions. (a) Where the context requires, terms relating to the <br />Collateral or any part thereof, when used in relation to the Pledgor, shall refer to the Pledgor's Collateral <br />or the relevant part thereof. <br />(b) The interpretative provisions of Section 1.02 of the Credit Agreement shall be incorporated <br />herein mutatis mutandis. <br />(c) All references herein to provisions of the UCC shall include all successor provisions under <br />any subsequent version or amendment to any Article of the UCC. <br />NY\5929604.13 <br />