Common use of Pledged Capital Stock Clause in Contracts

Pledged Capital Stock. One hundred percent (100%) of the issued and outstanding Capital Stock owned by such Pledgor in (i) the Borrower, (ii) the Guarantors (other than the Parent), (iii) all pledgors of equity in the Guarantors and (iv) RHP Operations and Attractions Holdings, LLC (a list of such Persons and the Capital Stock owned by the respective Pledgors therein, as of the Closing Date, is set forth on Schedule 2(a) attached hereto) together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”), including, but not limited to, the following: (A) all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation or merger.

Pledged Capital Stock. One hundred percent (i) 100%% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on SCHEDULE 2(a) attached hereto and (ii) 65% (or such greater percentage that, due to a change in an applicable Requirement of Law after the date hereof, (i) could not reasonably be expected to cause the Borrower, undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary's United States parent and (ii) could not reasonably be expected to cause any material adverse tax consequences) of the Guarantors (other than the Parent), (iii) all pledgors issued and outstanding shares of equity in the Guarantors and (iv) RHP Operations and Attractions Holdings, LLC (a list each class of such Persons and the Capital Stock or other ownership interests entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Voting Equity") and 100% (or, if less, the full amount owned by the respective Pledgors therein, as such Pledgor) of the Closing Date, is issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity") owned by such Pledgor of each Foreign Subsidiary set forth on Schedule SCHEDULE 2(a) attached hereto) , in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”"PLEDGED CAPITAL STOCK"), including, but not limited to, the following: (A) all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; provided, however, such Pledgor shall not be required to deliver more than 65% of the Voting Equity of any Person that is a Foreign Subsidiary of such Pledgor; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation or merger.

Pledged Capital Stock. One hundred percent (100%) % of the issued and outstanding Capital Stock owned by such Pledgor in (i) the Borrower, (ii) the Guarantors (other than the Parent), (iii) all pledgors of equity in the Guarantors and (iv) RHP Operations and Attractions Holdings, LLC (a list of such Persons and the Capital Stock owned by the respective Pledgors therein, as of the Closing Second Amendment Effective Date, is set forth on Schedule 2(a) attached hereto) together with the certificates (or other agreements or instruments), if any, representing such Capital Stock and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”), including, but not limited to, the following: (A) all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, the Capital Stock (in the applicable percentage specified in Section 2(a) above) of the successor entity formed by or resulting from such consolidation or merger.

Pledged Capital Stock. One hundred percent (i) 100%) % of the issued and outstanding Capital Stock owned by such Pledgor in (icapital stock of each domestic subsidiary set forth on Schedule 2(a) the Borrower, attached hereto and (ii) the Guarantors (other than the Parent), (iii) all pledgors of equity in the Guarantors and (iv) RHP Operations and Attractions Holdings, LLC (a list of such Persons and the Capital Stock owned by the respective Pledgors therein, as 65% of the Closing Date, is issued and outstanding capital stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and 100% of the issued and outstanding capital stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity") of each foreign subsidiary set forth on Schedule 2(a) attached hereto) , in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stock capital stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock capital stock described in Sections Section 2(b) and 2(c) below, the “"Pledged Capital Stock”"), including, but not limited to, the following: (Ay) subject to the percentage restrictions described above, all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; and (Bz) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Financing Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, all shares (or other interests) of each class of the Capital Stock (in the applicable percentage specified in Section 2(a) above) capital stock of the successor entity formed by or resulting from such consolidation or merger.

Pledged Capital Stock. One hundred percent (i) 100%% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor in (i) the Borrower, (ii) the Guarantors (other than the Parent), (iii) all pledgors of equity in the Guarantors and (iv) RHP Operations and Attractions Holdings, LLC (a list of such Persons and the Capital Stock owned by the respective Pledgors therein, as of the Closing Date, is each Domestic Subsidiary set forth on Schedule 2(a) attached heretohereto and (ii) together with the certificates 65% (or other agreements or instruments)or, if anyless, representing the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and all options 100% (or, if less, the full amount owned by such Pledgor) of each class of the issued and other rights, contractual or otherwise, with respect thereto outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity") of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto (collectively, together with the Capital Stock and other interests described in clauses (y) and (z) and in Sections 2(b) and 2(c) below, the “"Pledged Capital Stock”"), including, but not limited to, the following: (Ay) subject to the percentage restrictions described above, all shares, securities, partnership interests, membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Capital Stock; and (Bz) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, all shares of each class of the Capital Stock (in attributable to the applicable percentage specified in Section 2(a) above) affected Pledged Capital Stock of the successor entity formed by or resulting from such consolidation or merger, subject to the percentage restrictions described above.