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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of a Pledgor.

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. 9561.956-2(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: (A) i. all shares, securities, membership interests and other Equity Interests, cash or other equity interests property representing a dividend dividend, payment or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and; (B) ii. 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger; iii. all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals; iv. subject to Section 6.10 of the Credit Agreement, all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of the Subsidiaries; and v. all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or the managing member or member of any Subsidiary of such Pledgor.

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. 9561.956-2(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: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Agreementany Financing Document, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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 (x) each Material Domestic Subsidiary, (y) each Joint Venture (solely with respect to any Joint Venture that would otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) and (z) the ETMC JV (in each case, other than (x) the Capital Stock of an HMO Subsidiary if such pledge is prohibited by law or not approved by the applicable Governmental Authority and (y) any Tenant Subsidiary) including the Capital Stock 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Foreign Subsidiary that is not a Tenant Subsidiary including the Capital Stock 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 Sections 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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 owned by such Pledgor 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: (Ay) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (Bz) without affecting the obligations of the Pledgors such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer a Pledgor is not the surviving entitycorporation, all Capital Stock shares of each class of the capital stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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 directly 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), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Material 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 (2) could not reasonably be expected to cause any material adverse tax consequences) 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Material 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, subject to the limitations set forth in clause (ii) above to the extent applicable: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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 Material 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 Material 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, including the following: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (Ai) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (Bii) 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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 Restricted Subsidiary set forth on Schedule 2(a) attached hereto and (ii) hereto, but in no event more than 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%) (orStock, 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 (or first-tier Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes and that holds Voting Stock of a Foreign Subsidiary directly or through entities that are disregarded for U.S. federal income tax purposes) 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 Equity Interests or Voting Stock, as applicable, 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, including the following: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Loan Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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 of such Pledgor set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) 66% 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 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 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (Ai) all shares, securities, membership interests and other Equity Interests, cash or other equity interests property representing a dividend dividend, payment or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and; (Bii) 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger; (iii) all of such Pledgor’s rights and interests under each of the partnership agreements or operating agreements, as applicable, including all voting and management rights and all rights to grant or withhold consents or approvals; (iv) subject to Section 6.10 of the Credit Agreement, all rights of access and inspection to and use of all books and records, including computer software and computer software programs, of each of the Subsidiaries; and (v) all other rights, interests, property or claims to which such Pledgor may be entitled in its capacity as a partner or the managing member or member of any Subsidiary of such Pledgor.

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. Treasury Regulation 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. Treasury Regulation Section 1. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached heretohereto (as such schedule may be updated from time to time), 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 SharesShares (in each case in accordance with the provisions set forth in this Section 2(a)); 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 Shares and in which such issuer is not the surviving entity, all the Capital Stock of the successor entity formed by or resulting from such consolidation or mergermerger (in each case in accordance with the provisions set forth in this Section 2(a)).

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 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") directly 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 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger; provided, however, that, if any such pledge with respect to the Equity Interests of any Foreign Subsidiary of a Pledgor (x) would reasonably be expected to cause the 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 or (y) would reasonably be expected to cause any material adverse tax consequences for the Loan Parties or any of their Subsidiaries, then the foregoing pledge requirement shall be limited to the pledge of the maximum amount of voting and/or non-voting Equity Interests (if any) that would reasonably be expected to not result in or cause such deemed dividend and/or other material adverse tax consequences).

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) % of the issued and outstanding Capital Stock directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a(other than any Excluded Domestic Subsidiary) attached hereto and (ii) sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor) % of the all issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("“Voting Equity"”) of each First Tier Foreign Subsidiary and one hundred percent (100%) each Domestic Foreign Subsidiary Holding Company directly owned by such Pledgor (or, if lesssuch Pledgor directly owns less than 65% of all the issued and outstanding Voting Equity of a First Tier Foreign Subsidiary or a Domestic Foreign Subsidiary Holding Company, then 100% of the full amount Voting Equity directly 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 , in each Foreign Subsidiary case 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or mergermerger to the extent such Capital Stock could be pledged under clause (a) above.

Pledged Shares. (i) One With respect to each Domestic Subsidiary, each other Material Subsidiary and each Foreign Subsidiary that is not an Excluded Foreign Subsidiary, in each case set forth on Schedule 2(a) attached hereto, 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 such Subsidiary; and (ii) with respect to each Excluded Foreign Subsidiary, sixty-five percent (65%) (or, if less, the full amount owned by such Pledgor), or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Excluded Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to Borrower and (2) could not reasonably be expected to cause any material adverse tax consequences to Borrower), 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Excluded 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: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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 each class 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) in any event no more than 65% of the issued and outstanding Capital Stock not entitled to vote (within voting stock in the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity"aggregate) 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit 2008 Note Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding all Capital Stock owned by such Pledgor (other than any such Capital Stock of each Domestic Foreign Subsidiaries (a) in the nature of directors’ qualifying shares and other nominal amounts of shares sold or issued to foreign nationals or other third parties to the extent required pursuant to applicable law or (b) sold or issued to Employees pursuant to a Subsidiary Employee Plan), including, without limitation, the Capital Stock 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or mergermerger that is required to be pledged under the Credit Agreement; (ii) together with the certificates (or other agreements or instruments), if any, representing such Capital Stock described in Section 2(a)(i) above, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(a)(i) above and 2(c) below, the “Pledged Shares”).

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 each class 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) in any event no more than 65% of the issued and outstanding Capital Stock not entitled to vote (within voting stock in the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity"aggregate) 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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 Material 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 voting Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity") and one hundred percent (or 100%) (or, if less, the full amount owned by such Pledgor) % of the issued and outstanding non-voting Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity"Stock) owned by such Pledgor of each Material First-Tier Foreign Subsidiary and each Excluded 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; andand CHAR2\1772675v2 (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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

Pledged Shares. (i) (A) 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 that is a Tenant Subsidiary of (x) each Material Domestic Subsidiary and (y) each Joint Venture (solely with respect to any Joint Venture that would otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) (in each case, other than the Capital Stock of an HMO Subsidiary if such pledge is prohibited by law or not approved by the applicable Governmental Authority) including the Capital Stock 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Foreign Subsidiary including the Capital Stock 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 and (collectivelyB) one hundred percent (100%) (or if less, the full amount owed by such Pledgor) of the issued and outstanding Capital Stock of each Tenant Subsidiary owed by such Pledgor that is not a Tenant Subsidiary)](collectively, together with the Capital Stock described in Section Sections 2(a)(A), 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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 any such Subsidiary that is a Foreign Subsidiary Holding Company) directly owned by such Guarantor, including, but not limited to, as set forth on Schedule 2(a) Annex II attached hereto and (ii) sixty-five percent 65% (65%or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (or, if less, the full amount owned by such Pledgor2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Treasury Regulations 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. Treasury Regulations Section 1. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor Guarantor of each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by such Guarantor, including, but not limited to, as set forth on Schedule 2(a) Annex II attached hereto, and 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(b3.4(b) and 2(c3.4(c) below, the "“Pledged Shares"”), including, but not limited towithout limitation, the following: (A) all shares, securities, membership interests and other Capital Stock or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B) without affecting the obligations of the Pledgors Guarantors under any provision prohibiting such action hereunder or under the Credit Loan Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entityPerson, all Capital Stock of the successor entity Person (or such lower amount as specified above in the case of successor Persons that are Foreign Subsidiaries or Foreign Subsidiary Holding Companies) formed by or resulting from such consolidation or merger, to the extent that such Person is a direct Subsidiary of a Guarantor.

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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) All of the issued and outstanding shares of Capital Stock entitled to vote capital stock of the Persons, as set forth on SCHEDULE 2(a) attached hereto, that are Domestic Subsidiaries, (within the meaning of Treas. Reg. Section 1.956-2(c)(2)ii) ("Voting Equity") and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) 66% of the issued and outstanding Capital Stock not entitled to vote (within shares of capital stock of the meaning of Treas. Reg. Section 1. 956-2(c)(2)) ("Non-Voting Equity") owned by such Pledgor of each Foreign Subsidiary Persons, as set forth on Schedule SCHEDULE 2(a) attached hereto, that are Foreign Subsidiaries, and (iii) 40,000 shares of 13.125% Cumulative Convertible Preferred Stock of Elcat, Inc., a Delaware corporation, and any security into which such stock may be converted or exchanged, including without limitation (with respect to each of clause (i), (ii) and (iii) above), whatever class now or hereafter owned by such Pledgor, 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 SharesPLEDGED SHARES"), including, but not limited to, the following: (A) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and and (B) without affecting the obligations of the Pledgors such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer a Pledgor is not the surviving entitycorporation, all Capital Stock shares of each class of the capital stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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 any such Subsidiary that is a Foreign Subsidiary Holding Company) directly owned by Borrower as set forth on Schedule 2(a) Exhibit D attached hereto and (ii) sixty-five percent 65% (65%or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (or, if less, the full amount owned by such Pledgor2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding shares of Capital Stock entitled to vote (within the meaning of Treas. Reg. Treasury Regulations 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. Treasury Regulations Section 1. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor Borrower of each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by Borrower set forth on Schedule 2(a) Exhibit D attached hereto, and 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(b3.4(b) and 2(c3.4(c) below, the "“Pledged Shares"”), including, but not limited towithout limitation, the following: (A) all shares, securities, membership interests and other Capital Stock or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B) without affecting the obligations of the Pledgors Borrower under any provision prohibiting such action hereunder or under the Credit Loan Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entityPerson, all Capital Stock of the successor entity Person (or such lower amount as specified above in the case of successor Persons that are Foreign Subsidiaries or Foreign Subsidiary Holding Companies) formed by or resulting from such consolidation or merger, to the extent that such Person is a direct Subsidiary of Borrower.

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 (including, without limitation, each Domestic Subsidiary that is a Delaware Divided LLC) directly owned by such Pledgor, including the Equity Interests set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (oror such greater percentage that, if less, (A) could not reasonably be expected to cause the full amount owned by undistributed earnings of such PledgorForeign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations 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. Treasury Regulations Section 1. 9561.956-2(c)(2)) ("Non-“Non- Voting Equity"”) of each Foreign Subsidiary (other than any Immaterial Foreign Subsidiary), in each case, directly owned by such Pledgor, including the Equity Interests of the Subsidiaries 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 2(b) and Section 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A1) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B2) 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 consolidation, merger or merger division involving the issuer of any Pledged Shares and in which such issuer is not the surviving entityPerson, all Capital Stock Equity Interests of the successor entity Person formed by or resulting from such consolidation consolidation, merger or mergerdivision, to the extent that such Person is a direct Subsidiary of a Pledgor.

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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all 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 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. 9561.956-2(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: (Ay) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and 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 Shares and in which such issuer is not the surviving entitycorporation, all Capital Stock securities of each class of the Equity Interests of the successor entity formed by or resulting from such consolidation or mergermerger payable to or received by such Pledgor as consideration for such merger (subject to the 65% limitation on Voting Equity of Material Foreign Subsidiaries).

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 of each Domestic Subsidiary (including, without limitation, each Domestic Subsidiary that is a Delaware Divided LLC) directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (oror such greater percentage that, if lessdue to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the full amount owned by undistributed earnings of such PledgorForeign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations 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. Treasury Regulations Section 1. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) of each Foreign Subsidiary (other than any Immaterial Foreign Subsidiary), in each case, directly owned by such Pledgor, including the Equity Interests of the Subsidiaries owned by such Pledgor of each Foreign Subsidiary and 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 Section 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A1) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B2) 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 consolidation, merger or merger division involving the issuer of any Pledged Shares and in which such issuer is not the surviving entityPerson, all Capital Stock Equity Interests of the successor entity Person formed by or resulting from such consolidation consolidation, merger or mergerdivision, to the extent that such Person is a direct Subsidiary of a Pledgor.

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 Material Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock, but in no event more than 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%) (orStock, 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 Material 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 or Voting Stock, as applicable, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section Sections 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, including the following: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

Pledged Shares. (i) One hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the issued and outstanding all Capital Stock owned by such Pledgor (other than any such Capital Stock of each Domestic Foreign Subsidiaries (a) in the nature of directors’ qualifying shares and other nominal amounts of shares sold or issued to foreign nationals or other third parties to the extent required pursuant to applicable law or (b) sold or issued to Employees pursuant to a Permitted Foreign Subsidiary Employee Plan), including, without limitation, the Capital Stock 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or mergermerger that is required to be pledged under the Credit Agreement; (ii) together with the certificates (or other agreements or instruments), if any, representing such Capital Stock described in Section 2(a)(i) above, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in Section 2(a)(i) above and 2(c) below, the “Pledged Shares”).

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 (other than a Foreign Subsidiary Holding Company) owned directly by such Pledgor set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (oror such greater percentage that, if lessdue to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the full amount owned by undistributed earnings of such PledgorForeign Subsidiary or any Foreign Subsidiary of a Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent, such Foreign Subsidiary Holding Company or such Foreign Subsidiary Holding Company’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, 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: (Ai) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (Bii) 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 Shares and in which such issuer is not the surviving entityPerson, all Capital Stock Equity Interests of the successor entity Person (or such lower amount as specified above in the case of successor Persons that are Foreign Subsidiaries or Foreign Subsidiary Holding Companies) formed by or resulting from such consolidation or merger.

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: (A1) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (B2) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under any of the Amended Credit AgreementDocuments, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entitycorporation, all Capital Stock shares of each class of the capital stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.. WEST\275627297. 6 3

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, CHAR1\887016v3 rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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 of each Domestic Subsidiary (other than any CFC Holdco) that is directly owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (oror such greater percentage that, if lessdue to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the full amount owned by undistributed earnings of such PledgorForeign Subsidiary or such CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such CFC Holdco’s, as applicable, United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) in each Foreign Subsidiary and each CFC Holdco directly owned by such Pledgor, including the Equity Interests of the Subsidiaries owned by such Pledgor of each 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 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: (A1) all shares, securities, membership interests Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B2) 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 Shares and in which such issuer is not the surviving entityPerson, all Capital Stock Equity Interests of the successor entity Person formed by or resulting from such consolidation or merger, to the extent that such successor Person is a direct Subsidiary of a Pledgor.

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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Foreign Subsidiary Subsidiary, including, without limitation, the Subsidiaries 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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

Pledged Shares. (i) (A) 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 that is a Tenant Subsidiary of (x) each Material Domestic Subsidiary and (y) each Joint Venture (solely with respect to any Joint Venture that would otherwise qualify as a Material Domestic Subsidiary if such Joint Venture were a Wholly Owned Subsidiary) (in each case, other than the Capital Stock of an HMO Subsidiary if such pledge is prohibited by law or not approved by the applicable Governmental Authority) including the Capital Stock 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. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) owned by such Pledgor of each Foreign Subsidiary including the Capital Stock 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 and (B) one hundred percent (100%) (or if less, the full amount owned by such Pledgor) of the issued and outstanding Capital Stock of each Tenant Subsidiary owned by such Pledgor that is not a Tenant Subsidiary) (collectively, together with the Capital Stock described in Section Sections 2(a)(A), 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit AgreementFinancing Documents, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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 (including, without limitation, each Domestic Subsidiary that is a Delaware Divided LLC) directly owned by such Pledgor, including the Equity Interests set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) (oror such greater percentage that, if less, (A) could not reasonably be expected to cause the full amount owned by undistributed earnings of such PledgorForeign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding shares of Capital Stock Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations 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. Treasury Regulations Section 1. 9561.956-2(c)(2)) ("“Non-Voting Equity"”) of each Foreign Subsidiary (other than any Immaterial Foreign Subsidiary), in each case, directly owned by such Pledgor, including the Equity Interests of the Subsidiaries 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 2(b) and Section 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (A1) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (B2) 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 consolidation, merger or merger division involving the issuer of any Pledged Shares and in which such issuer is not the surviving entityPerson, all Capital Stock Equity Interests of the successor entity Person formed by or resulting from such consolidation consolidation, merger or mergerdivision, to the extent that such Person is a direct Subsidiary of a Pledgor.

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 owned by such Pledgor 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"A) 65% of the issued and one hundred percent outstanding voting shares of each class of Capital Stock and (B) 100%) % of the issued and outstanding non-voting shares of each class of Capital Stock (or, in each case, 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 Stockshares, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the shares of Capital Stock described in Section Sections 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following: (Ay) subject to the limitations set forth above in respect of Foreign Subsidiaries, all shares, securities, membership interests or other equity interests Capital Stock representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (Bz) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the Credit Acquisition Loan Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entitycorporation, all shares of each class of the Capital Stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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 owned by such Pledgor 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 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 shares of Capital Stock described in Section 2(b) and 2(c) below, the "Pledged Shares"), including, but not limited to, the following: (Ay) all shares, securities, membership interests securities or other equity interests certificates representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (Bz) without affecting the obligations of the Pledgors such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer a Pledgor is not the surviving entitycorporation, all shares of each class of the Capital Stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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 (other than an Insurance Subsidiary) set forth on Schedule 2(a) attached hereto and (ii) sixty-five percent (65%) of each class of the issued and outstanding Equity Interests (or, if less, the full amount owned by such PledgorPledgor other than Equity Interests in Thrifty Rent-A-Car Ltd., a New Zealand limited company) 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") each Foreign Subsidiary directly 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 2(b) and 2(c) below, the "“Pledged Shares"”), including, but not limited to, the following: (Ai) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and (Bii) 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger; Provided, however, that any grant, pledge or assignment of any Pledged Shares of any SPC shall solely be a grant, pledge or assignment of an economic interest in such Pledged Shares.

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. 9561.956-2(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: (Ai) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and 5.01 (Ba)(iv) - 2 (ii) 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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. Section 1.956956-2(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: (Ay) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entitycorporation, all Capital Stock shares of each class of the capital stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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 owned by such Pledgor of each Domestic Subsidiary (within the meaning of Treas. Reg. Section 1.956-2(c)(2)as set forth on Schedule 2(a) ("Voting Equity"attached hereto) and one hundred percent (100%ii) 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 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: (Ay) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (Bz) without affecting the obligations of the Pledgors such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer a Pledgor is not the surviving entitycorporation, all Capital Stock shares of each class of the capital stock of the successor entity corporation formed by or resulting from such consolidation or merger.

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 owned by such Pledgor of each Domestic Subsidiary (within the meaning of Treas. Reg. Section 1.956-2(c)(2)as set forth on Schedule 2(a) ("Voting Equity"attached hereto) and one hundred percent (100%ii) 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 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: (Ay) all shares, securities, membership interests shares or other equity interests securities representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; and (Bz) without affecting the obligations of the Pledgors such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreementhereunder, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer a Person set forth on Schedule 2(a) is not the surviving entitycorporation, all Capital Stock shares of each class of the successor entity formed by or resulting from such consolidation or merger.capital stock of the successor

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. 9561.956-2(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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger issued to the Pledgor in connection with such consolidation or merger.

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: (A) all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, 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 Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests or and other equity interests Equity Interests representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights securities, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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. 9561.956-2(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: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.

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) (or if greater, such greater percentage owned by such Pledgor that, due to a change in applicable Law after the date hereof, in the good faith opinion of such Pledgor, could not reasonably be expected to cause any material adverse tax consequences to such Pledgor or its Affiliates, including the undistributed earnings of a Foreign Subsidiary, described below, to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent as determined for United States federal income tax purposes) 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. 9561.956-2(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: (A) all shares, securities, membership interests and other Equity Interests or other equity interests property representing a dividend or other distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any other dividends, distributions, subscriptions, warrants, rights cash, securities, instruments, rights, options or options other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; 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 Shares and in which such issuer is not the surviving entity, all Capital Stock Equity Interests of the successor entity formed by or resulting from such consolidation or merger.