Common use of Pledged Shares Clause in Contracts

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) 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") owned by such Pledgor 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, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) 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"”) owned by such Pledgor 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, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 directly owned by such Pledgor 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 StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor Equity Interests of each Domestic Subsidiary in existence on the date hereof, including without limitation each such Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 in existence on the date hereof, including without limitation each such 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 StockEquity Interests , and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section Sections 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of CHAR1\1042960v9 each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five six percent (6566%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 directly owned by such Pledgor 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 StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the right, title and interest in the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five six percent (6566%) (or, if less, the full amount owned by such Pledgor) of the right, title and interest in the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 directly owned by such Pledgor 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 StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such PledgorGrantor) of the issued and outstanding Capital Stock owned by such Pledgor Grantor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such PledgorGrantor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) (or, if less, the full amount owned by such PledgorGrantor) 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") owned by such Pledgor Grantor 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, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock capital stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of each class of capital stock or other ownership interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock shares of each class of capital stock or other ownership interests 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 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock shares of capital stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One With respect to each Subsidiary that is not an Excluded Subsidiary, , one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary such Subsidiary, as set forth on Schedule 2(a) attached hereto hereto; and (ii) with respect to each Excluded Subsidiary, sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) , provided that in no event shall the amount of Voting Equity Interests of such Excluded Subsidiary pledged on an aggregate basis exceed sixty-five percent (65%)), of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") Equity Interests, and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Non-Voting Equity"”) directly owned by such Pledgor of each Foreign Excluded Subsidiary directly owned by such Pledgor, as 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 StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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 (other than a Domestic Subsidiary that is not a United States person under Section 7701(a)(30) of the Internal Revenue Code) set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) 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"”) owned by such Pledgor of each First-Tier Foreign Subsidiary and Domestic Subsidiary that is not a United States person under Section 7701(a)(30) of the Internal Revenue Code 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, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, including the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote capital stock of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (within the meaning of Treas. Reg. Section 1.956-2(c)(2)ii) ("Voting Equity") and one hundred percent (100%) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock shares of each class of 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 such Pledgor) of the issued and outstanding shares of each class of capital stock or other ownership interests 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 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock shares of capital stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five six percent (6566%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, together, in each the case together of any such Equity Interests constituting “certificated securities” (within the meaning of Section 8-102(a)(4) of the UCC) with the certificates (or other agreements or instruments)certificates, if any, representing such Capital StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. Except for the Subsidiaries excluded by Borrower in accordance with Section 8.9 of the Credit Agreement, (i) One one hundred percent (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) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) 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") owned by such Pledgor of each first-tier 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, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock capital stock owned by such Pledgor of each Domestic Subsidiary (as set forth on Schedule 2(a) attached hereto) and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of each class of capital stock or other ownership interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock shares of each class of capital stock or other ownership interests 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 first-tier Foreign Subsidiary (as 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 Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock shares of capital stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of each class of Capital Stock or other ownership interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of each class of Capital Stock or other ownership interests 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 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the shares of Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock capital stock owned by such Pledgor of each Domestic Subsidiary (as set forth on Schedule 2(a) attached hereto) and (ii) 65% (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of each class of capital stock or other ownership interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock shares of each class of capital stock or other ownership interests 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 First Tier Foreign Subsidiary (as 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 Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock shares of capital stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five six percent (6566%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements or instrumentsagreements), if any, representing such Capital StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One one hundred percent (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) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) 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"”) owned by such Pledgor 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, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, including the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the right, title and interest in the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (orof the right, if less, the full amount title and interest owned by such Pledgor) of Pledgor in the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 Excluded Subsidiary directly owned by such Pledgor 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 StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(aSCHEDULE 2(A) attached hereto and (ii) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of each class of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting EquityVOTING EQUITY") and one hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) Pledgor of each class of the issued and outstanding Capital Stock Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("NonNON-Voting EquityVOTING EQUITY") owned by such Pledgor of each Material Foreign Subsidiary set forth on Schedule 2(aSCHEDULE 2(A) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital StockEquity Interests, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section 2(b) and 2(c) below, the "Pledged SharesPLEDGED SHARES"), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor Equity Interests of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock Equity Interests 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 2(a) attached hereto, in each case together with the certificates (or other agreements or instruments), if any, representing such Capital StockEquity Interests , and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock Equity Interests described in Section Sections 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following:

Pledged Shares. (i) One hundred percent (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) sixty-five percent (65%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding shares of Capital Stock capital stock owned by such Pledgor of each Domestic Subsidiary of such Pledgor set forth on Schedule 2(a) attached hereto and (ii) 66% of the issued and outstanding shares of each class of capital stock or other ownership interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (100%) % (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock shares of each class of capital stock or other ownership interests 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 Material 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 Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock shares of capital stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following: