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 at any time owned by the Pledgor of any Domestic Corporation 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 the Pledgor of any Foreign Corporation, provided -------- that, except as provided in the last sentence of this Section 2, the Pledgor shall not be required to pledge hereunder more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote and (ii) the term "Notes" shall mean (x) all promissory notes at any time issued to the Pledgor by any of its Subsidiaries or Affiliates and (y) except as provided in the last sentence of this Section 2, the Pledgor shall not be required to pledge hereunder any promissory notes issued to the Pledgor by any Subsidiary of the Pledgor which is a Foreign Corporation. If and to the extent that the Collateral Agent receives or holds stock certificates representing more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote, the Collateral Agent agrees to act as bailee and custodian for the benefit of the Pledgor 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 Foreign Corporation entitled to vote except as otherwise provided in the last sentence of this Section 2. As used herein, the term "Securities" shall mean all of the Stock and Notes. The Pledgor represents and warrants, as to the stock of corporations and promissory notes owned by the Pledgor, that on the date hereof (a) the Stock consists of the number and type of shares of the stock of the corporations as described in Part I of Schedule A hereto; (b) such Stock ---------- constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Part I of Schedule A hereto; (c) the ---------- Notes consist of the promissory notes described in Part II of Schedule A hereto; ---------- and (d) the Pledgor is the holder of record and sole beneficial owner of the Stock and the Notes and there exist no options or preemption rights in respect of any of the Stock. 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 (x) of 66 2/3% or more (or would be adjusted to permit a pledge of less than 66 2/3%) of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote and (y) of any promissory note issued by any Subsidiary of the Pledgor which is a Foreign Corporation without causing the undistributed earnings of such Foreign Corporation 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)(y) and the limitation in the proviso of clause (ii) in each case of this Section 2 shall no longer be applicable (or shall be adjusted as appropriate) and the Pledgor shall duly pledge and deliver to the Collateral Agent such of the Securities not theretofore required to be pledged hereunder or the Collateral Agent shall return such Securities, 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 whatever class at any time owned by the Pledgor of any each Domestic Corporation and (y) with respect to corporations that do not constitute Domestic Corporations (each each, a "Foreign Corporation"), all of the issued and outstanding shares of capital stock of whatever class at any time owned by the Pledgor of any each Foreign Corporation, in each case described in clauses (i)(x) and (i)(y) of this sentence, together with the certificates representing such shares and any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such shares, provided -------- that, except as provided in the last sentence of this Section 2, the Pledgor shall not be required to pledge hereunder more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote and vote, (ii) the term "NotesInterests" shall mean (x) all promissory notes at any time issued to the Pledgor by any of its Subsidiaries or Affiliates and (y) except as provided in the last sentence of this Section 2, the Pledgor shall not be required to pledge hereunder any promissory notes issued to the Pledgor by any Subsidiary of the Pledgor which is a Foreign Corporation. If and to the extent that the Collateral Agent receives or holds stock certificates representing more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote, the Collateral Agent agrees to act as bailee and custodian for the benefit of the Pledgor with respect to any portion of such capital stock representing more limited liability companies, partnerships or other entities (other than 65% corporations) organized under the laws of the total combined voting power of United States or any state or territory thereof (each, a "Domestic Non-Corporate Entity"), all classes of capital stock of any Foreign Corporation entitled to vote except as otherwise provided in the last sentence of this Section 2. As used herein, the term "Securities" shall mean all of the Stock and Notes. The Pledgor represents and warrants, as to the stock of corporations and promissory notes owned by the Pledgor, that on the date hereof (a) the Stock consists of the number and type of shares of the stock of the corporations as described in Part I of Schedule A hereto; (b) such Stock ---------- constitutes that percentage of the issued and outstanding capital stock membership interests, partnership interests or other interests of the issuing corporation as is set forth in Part I of Schedule A hereto; (c) the ---------- Notes consist of the promissory notes described in Part II of Schedule A hereto; ---------- and (d) whatever class at any time owned by the Pledgor is the holder of record and sole beneficial owner of the Stock and the Notes and there exist no options or preemption rights in respect of any of the Stock. 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 (x) of 66 2/3% or more (or would be adjusted to permit a pledge of less than 66 2/3%) of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote each Domestic Non-Corporate Entity and (y) with respect to limited liability companies, partnerships or other entities (other than corporations) that do not constitute Domestic Non-Corporate Entities (each, a "Foreign Non-Corporate Entity"), all of the issued and outstanding membership interests, partnership interests or other interests of whatever class at any promissory note issued time owned by any Subsidiary the Pledgor of each Foreign Non-Corporate Entity, in each case described in clauses (ii)(x) and (ii)(y) of this sentence, together will all rights, privileges, authority and powers of the Pledgor which is a Foreign Corporation without causing the undistributed earnings of in and to each such Foreign Corporation 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)(y) and the limitation in the proviso of clause (ii) in each case of this Section 2 shall no longer be applicable (or shall be adjusted as appropriate) and the Pledgor shall duly pledge and deliver to the Collateral Agent such of the Securities not theretofore required to be pledged hereunder or the Collateral Agent shall return such Securities, as applicable.Domestic Non-