"U.S. Foreign Holdco" shall mean a Domestic Subsidiary substantially all of the assets of which consist of Equity Interests or debt of one or more direct or indirect Foreign Subsidiaries and assets incidental thereto.

“U.S. Foreign Holdco"Holdco” shall mean aany Domestic Subsidiary substantially all of thethat # is disregarded as an entity separate from its owner for U.S. federal income tax purposes and # does not own any material assets of which consist ofother than Equity Interests (or any debt instrument, option, warrant or debtother instrument treated as equity for U.S. federal income tax purposes) that have the power to vote under Treasury Regulation Section 1.956-2(c)(2) of one or more direct or indirect Foreign Subsidiaries and assets incidental thereto.CFCs.