Common use of Equity Interests Clause in Contracts

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.

Equity Interests. Cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a Loan Party, and (ii) sixty five percent (65% %) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each Foreign Subsidiary and each FSHCO, in each case, directly owned by any a Loan Party Party, in each case, to be subject at all times to a first prioritypriority (subject only to nonconsensual Permitted Liens), perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with with, to the extent requested by the Lender, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding Lender (it being understood that this Section 6.14(a) shall only require perfection of the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the applicable Foreign Subsidiaries execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and related opinions of foreign counsel(y) unless (i) if such Foreign Subsidiary (together with its Subsidiaries on is a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingMaterial Foreign Subsidiary).

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrower) and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Agent (it being understood that this Section 7.14(a) shall (x) with respect to pledges of any certificated Equity Interests of any Foreign SubsidiariesSubsidiary owned by a Domestic Subsidiary, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the Loan Parties shall not formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be required to deliver pledge agreements governed by an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Laws Administrative Agent’s security interest under the Law of the jurisdiction of organization of the applicable a Foreign Subsidiaries (and related opinions of foreign counsel) unless Subsidiary (i) within ninety (90) days (or such Foreign Subsidiary (together with longer period as the Administrative Agent permits in its Subsidiaries on a subconsolidated basissole discretion) has assets representing more than 5% of consolidated total assets of the Borrower and its request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Administrative Agent or Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Required Lenders Parent with assets that have so requested such pledge agreements and opinions in writingan aggregate net book value of more than $25,000,000).

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (iib) 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not 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 and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party or any Domestic Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing; provided, with respect to pledges of Equity Interests of Foreign Subsidiarieshowever, it is understood and agreed that (x) the Loan Parties shall have thirty (30) days from the delivery of the certificate required by Section 7.02(i) to comply with the terms of this Section 7.14(a) with respect to any Subsidiary that is not a Material Subsidiary, and that an opinion of counsel will not be required to deliver pledge agreements governed by be delivered pursuant to the Laws of terms hereof with respect to any Subsidiary that is not a Material Subsidiary formed or acquired after the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries Closing Date and (iiy) local counsel legal opinions will not be required with respect to the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingof stock of Foreign Subsidiaries.

Equity Interests. Cause The Borrower and each other Credit Party shall cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any such Equity Interests that constitutes Excluded Property) and (ii) sixty-five percent (65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences%) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary (other than an Unrestricted Subsidiary) that is directly owned by any Loan Credit Party to be subject at all times to a first priority, perfected Lien priority lien (subject to any Permitted Lien) in favor of the Administrative Agent Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested in writing by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date or the First Amendment Effective Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding ; provided that (i) the forgoing, with respect to pledges pledge of the outstanding Equity Interests of any FSHCO or Foreign SubsidiariesSubsidiary that is a CFC directly owned by the Borrower or a Domestic Subsidiary that is a Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC, the Loan Parties and (ii) security interests shall not be required with respect to deliver pledge agreements governed any assets thereof to the extent that such security interests would result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries, as reasonably determined by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) notified in writing to the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingAgent.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding ; provided, however, that, unless requested in writing by the forgoing, with respect to pledges of Equity Interests of Foreign SubsidiariesRequired Lenders, the Loan Parties shall not be required have no obligation to execute and deliver pledge agreements any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction of organization of other than the applicable United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiaries (and related opinions of foreign counsel) Subsidiary unless (i) such Immaterial Foreign Subsidiary (together with its all other Immaterial Subsidiaries on that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a subconsolidated basisforeign law stock pledge agreement) either (x) has assets representing more than 5Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available) in excess of 10% of consolidated total assets the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and (ii) its Subsidiaries at the Administrative Agent or the Required Lenders have so requested end of such pledge agreements and opinions in writingfiscal quarter.

Equity Interests. Cause The Borrower and each other Credit Party shall cause (i) one hundred percent (100% %) (or, if less, the full amount owned by such Person) of the issued and outstanding Equity Interests of each Domestic Subsidiary owned by a Credit Party and (ii) 65% sixty-six percent (or 66%) (or, if less, the full amount owned by such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequencesPerson) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) (or, if less, the full amount owned by such Person) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each First-Tier Foreign Subsidiary directly owned by any Loan a Credit Party to be subject at all times to a perfected first priority, perfected Lien priority security interest in favor of the Administrative Agent Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the forgoingforegoing provisions of this Section 6.12, with respect none of the Credit Parties shall be required to pledges pledge the Equity Interests of any of its Regulated Subsidiaries until all necessary regulatory approvals for such pledge of Equity Interests of Foreign Subsidiarieshave been received, which such regulatory approvals the Loan Parties Borrower shall use commercially reasonable efforts to diligently pursue (provided, however, that such commercially reasonable efforts shall not be required to deliver pledge agreements governed by require the Laws Borrower or any of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% to make any payments in excess of consolidated total assets normal fees and costs to or at the direction of Governmental Authorities, or to change the manner in which the Borrower and its Subsidiaries and (ii) conduct business in any respect that the Administrative Agent management of the Borrower reasonably determines in good faith to be materially adverse or the Required Lenders have so requested such pledge agreements and opinions in writingmaterially burdensome).

Equity Interests. Cause (i) Each Credit Party will cause 100% of the issued and outstanding Equity Interests in each of each its direct or indirect Domestic Subsidiary Subsidiaries and (ii) 65% (or or, after any applicable Change in Law, such greater higher percentage that, due to a change that would not result in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequencesconsequences for such new Guarantor) of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding non-voting Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956its first-2(c)(2)) tier Foreign Subsidiaries, in each Foreign Subsidiary directly case to the extent owned by any Loan Party such Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to the extent required pursuant to the terms and conditions of the Collateral Security Documents; provided, together with opinions however, that to the extent any Domestic Subsidiary is subject to the terms of counsel any Acquired Indebtedness and any filings and deliveries reasonably necessary such Acquired Indebtedness prohibits such Domestic Subsidiary from becoming a party to the Pledge Agreement (provided that such terms were not incurred in connection therewith to perfect the security interests thereinwith, all or in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoinganticipation of, with respect to pledges of Equity Interests of Foreign Subsidiariessuch acquisition), the Loan Parties then such Domestic Subsidiary shall not be required to deliver pledge agreements governed by become a party to the Laws Pledge Agreement until such time as such Domestic Subsidiary is no longer subject to the terms of such Acquired Indebtedness; provided, further, that if pursuant to a Permitted Restructuring any of the jurisdiction Equity Interests of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such a first-tier Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) becomes owned by another Foreign Subsidiary, the Administrative Agent shall promptly release any Liens on the Equity Interests of the former first-tier Foreign Subsidiary. Notwithstanding the foregoing, no Credit Party shall be required to pledge or otherwise subject to a security interest (a) more than 65% of the Required Lenders have so requested voting Equity Interests in any Domestic Subsidiary that is disregarded as separate from such pledge agreements Credit Party for U.S. federal income tax purposes if such Domestic Subsidiary owns (directly or indirectly through one or more other Domestic Subsidiaries that are disregarded as separate from such Credit Party for U.S. federal income tax purposes) more than 65% of the voting Equity Interests in any Foreign Subsidiary and opinions (b) Investments in writingthe form of Equity Interests in joint ventures formed or created under Section 6.5(h).

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956‑2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956‑2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to ; provided that it is understood and agreed that (x) all pledges of Equity Interests of Foreign with respect to Domestic Subsidiaries, first‑tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first‑tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the Loan Parties UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, and (y) pledges of uncertificated Equity Interests of first‑tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall not be required perfected pursuant to deliver pledge agreements documents governed by the Laws law of the foreign jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) where such Foreign Subsidiary (121 is organized, which foreign law‑governed documents shall be executed and delivered by the Loan Parties, together with its Subsidiaries on a subconsolidated basisthe items described above in this subsection related thereto, not later than (1) has assets representing more than 5% of consolidated total assets of 365 days after the Borrower and its Subsidiaries and Third Amendment Effective Date (ii) or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in SVS, if SVS remains a Subsidiary and is a Material Foreign Subsidiary as of such date (or, if SVS becomes a Material Foreign Subsidiary after such date, 60 days after SVS becomes a Material Foreign Subsidiary, or such later date as the Required Lenders have so requested Administrative Agent agrees in its sole discretion), (2) 60 days after the Initial Borrowing Date (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge agreements of Equity Interests in any such first‑tier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Initial Borrowing Date, and opinions (3) 60 days after the date that any Person becomes such a first‑tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in writingits sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a first‑tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is not a Foreign Subsidiary Holding Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding ; provided, however, that, unless requested in writing by the forgoing, with respect to pledges of Equity Interests of Foreign SubsidiariesRequired Lenders, the Loan Parties shall not be required have no obligation to execute and deliver pledge agreements any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction of organization of other than the applicable United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiaries (and related opinions of foreign counsel) Subsidiary unless (i) such Immaterial Foreign Subsidiary (together with its all other Immaterial Subsidiaries on that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a subconsolidated basisforeign law stock pledge agreement) either (x) has assets representing more than 5Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available) in excess of 10% of consolidated total assets the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and (ii) its Subsidiaries at the Administrative Agent or the Required Lenders have so requested end of such pledge agreements and opinions in writingfiscal quarter.

Equity Interests. Cause Except with respect to Excluded Property, cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests directly owned by such Loan Party in each of each its Domestic Subsidiary Subsidiaries, and (ii) sixty five percent (65% %) (or such greater percentage that, due to a change in an applicable Law after the date hereofClosing Date, (A) could not 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 parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ), in each Foreign Subsidiary case, directly owned by any such Loan Party in each of its Foreign Subsidiaries, in each case, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral DocumentsDocuments (it being understood and agreed that, with respect to the Peruvian Share Pledge Agreement, the security interest created by the Peruvian Share Pledge Agreement will be perfected with its registration in the Contracts Public Registry (Registro Mobiliario de Contratos)), together with with, to the extent requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.b)

Equity Interests. Cause Within thirty (i30) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 formation of any Subsidiary, cause (a) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Excluded Domestic Subsidiaries) and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause at any time the undistributed earnings of such Excluded Domestic Subsidiary or 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 (B2) could not at any time reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Excluded Domestic Subsidiary or Foreign Subsidiary directly owned by any a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent applicable Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative applicable Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding ; provided, however, that, unless requested in writing by the forgoing, with respect to pledges of Equity Interests of Foreign SubsidiariesRequired Lenders, the Loan Parties shall not be required have no obligation to execute and deliver pledge agreements any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction of organization of other than the applicable United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiaries (and related opinions of foreign counsel) Subsidiary unless (i) such Immaterial Foreign Subsidiary (together with its all other Immaterial Foreign Subsidiaries on that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a subconsolidated basisforeign law stock pledge agreement) either (x) has assets representing more than 5Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available) in excess of 10% of consolidated total assets the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and (ii) its Subsidiaries at the Administrative Agent or the Required Lenders have so requested end of such pledge agreements and opinions in writingfiscal quarter.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to ; provided that it is understood and agreed that (x) all pledges of Equity Interests of Foreign with respect to Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first- CHAR1\1829960v3 tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the Loan Parties UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, and (y) pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall not be required perfected pursuant to deliver pledge agreements documents governed by the Laws law of the foreign jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) where such Foreign Subsidiary (is organized, which foreign law-governed documents shall be executed and delivered by the Loan Parties, together with its Subsidiaries on a subconsolidated basisthe items described above in this subsection related thereto, not later than (1) has assets representing more than 5% of consolidated total assets of 365 days after the Borrower and its Subsidiaries and Third Amendment Effective Date (ii) or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in SVS, if SVS remains a Subsidiary and is a Material Foreign Subsidiary as of such date (or, if SVS becomes a Material Foreign Subsidiary after such date, 60 days after SVS becomes a Material Foreign Subsidiary, or such later date as the Required Lenders have so requested Administrative Agent agrees in its sole discretion), (2) 60 days after the Initial Borrowing Date (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge agreements of Equity Interests in any such first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Initial Borrowing Date, and opinions (3) 60 days after the date that any Person becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in writingits sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of (A) each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (other than any CFC Holdco) and (B) each Eligible Foreign Subsidiary that has become a Guarantor, in each case, directly owned by a Credit Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign 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 Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each CFC Holdco, in each case, directly owned by any Loan Party a Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (to the extent reasonably requested by the Required Purchasers) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Equity Interests of any member of the GST Group until pledged as Collateral) and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Agent (it being understood that this Section 7.14(a) shall (x) with respect to pledges of any certificated Equity Interests of any Foreign SubsidiariesSubsidiary owned by a Domestic Subsidiary, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the Loan Parties shall not be required to deliver pledge agreements governed by formation or acquisition, directly or indirectly, of such Foreign Subsidiary and (y) only require perfection of the Laws Administrative Agent’s security interest under the Law of the jurisdiction of organization of the applicable a Foreign Subsidiaries (and related opinions of foreign counsel) unless Subsidiary (i) within ninety (90) days (or such Foreign Subsidiary (together with longer period as the Administrative Agent permits in its Subsidiaries on a subconsolidated basissole discretion) has assets representing more than 5% of consolidated total assets of the Borrower and its request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Administrative Agent or Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Subsidiary of the Required Lenders Parent with assets that have so requested such pledge agreements and opinions in writingan aggregate net book value of more than $15,000,000).

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than (i) the 50.1% of the Equity Interests of GST LLC and Xxxxxxxx subject to the Deferred Contribution Liens, until pledged as Collateral, and (ii) Equity Interests of any Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrower) and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Agent (it being understood that this Section 7.14(a) shall (x) with respect to pledges of any certificated Equity Interests of any Foreign SubsidiariesSubsidiary owned by a Domestic Subsidiary, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the Loan Parties shall not formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be required to deliver pledge agreements governed by an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Laws Administrative Agent’s security interest under the Law of the jurisdiction of organization of the applicable a Foreign Subsidiaries (and related opinions of foreign counsel) unless Subsidiary (i) within ninety (90) days (or such Foreign Subsidiary (together with longer period as the Administrative Agent permits in its Subsidiaries on a subconsolidated basissole discretion) has assets representing more than 5% of consolidated total assets of the Borrower and its request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Administrative Agent or Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Required Lenders Parent with assets that have so requested such pledge agreements and opinions in writing.an aggregate net book value of more than $25,000,000). 115

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.9562(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.9562(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to ; provided that it is understood and agreed that (x) all pledges of Equity Interests of Foreign with respect to Domestic Subsidiaries, firsttier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of firsttier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the Loan Parties UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, and (y) pledges of uncertificated Equity Interests of firsttier Foreign Subsidiaries that are Material Foreign Subsidiaries shall not be required perfected pursuant to deliver pledge agreements documents governed by the Laws law of the foreign jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) where such Foreign Subsidiary (is organized, which foreign lawgoverned documents shall be executed and delivered by the Loan Parties, together with its Subsidiaries on a subconsolidated basisthe items described above in this subsection related thereto, not later than (1) has assets representing more than 5% of consolidated total assets of 365 days after the Borrower and its Subsidiaries and Third Amendment Effective Date (ii) or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in SVS, if SVS remains a Subsidiary and is a Material Foreign Subsidiary as of such date (or, if SVS becomes a Material Foreign Subsidiary after such date, 60 days after SVS becomes a Material Foreign Subsidiary, or such later date as the Required Lenders have so requested Administrative Agent agrees in its sole discretion), (2) 60 days after the Initial Borrowing Date (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge agreements of Equity Interests in any such firsttier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Initial Borrowing Date, and opinions (3) 60 days after the date that any Person becomes such a firsttier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in writing.its sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a firsttier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date. cxxxiv CHAR1\1792192v4

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrower) and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Agent (it being understood that this Section 7.14(a) shall (x) with respect to pledges of any certificated Equity Interests of any Foreign SubsidiariesSubsidiary owned by a Domestic Subsidiary, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the Loan Parties shall not formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be required to deliver pledge agreements governed by an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Laws Administrative Agent’s security interest under the Law of the jurisdiction of organization of the applicable a Foreign Subsidiaries (and related opinions of foreign counsel) unless Subsidiary (i) within ninety (90) days (or such Foreign Subsidiary (together with longer period as the Administrative Agent permits in its Subsidiaries on a subconsolidated basissole discretion) has assets representing more than 5% of consolidated total assets of the Borrower and its request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Administrative Agent or Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Required Lenders Parent with assets that have so requested such pledge agreements and opinions in writing.an aggregate net book value of more than $25,000,000). 116

Equity Interests. Cause The Parent JV Guarantor shall cause one hundred percent (i100%) 100% of the issued and outstanding Equity Interests in the Borrower, and, except for any preferred interests in any REIT-Qualified Subsidiaries that are not held or owned by a Loan Party, the Borrower shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests in each Domestic Subsidiary that owns or holds, directly or indirectly, any interest in any Collateral Property and (ii) sixty-five percent (65% %) (or such greater percentage that, due to a change in an applicable Law after the date hereof, that (A) could not 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 and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each Foreign Subsidiary that owns or holds, directly owned by or indirectly, any Loan Party interest in any Collateral Property to be subject at all times to a first priority, perfected priority Lien (subject to any Permitted Lien) in favor of the Administrative Agent Agent, for the benefit of the Lenders and the Lender Hedge Providers, pursuant to the terms and conditions of the Collateral Security Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a Foreign Holding Company or Disregarded Entity that owns an interest in a CFC or CFC Debt) and each Foreign Subsidiary that is a Disregarded Entity and that does not own an interest in a CFC or CFC Debt, in each case directly owned by any Loan Party, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, in the Borrower’s good faith determination, such greater percentage, (A) could not 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 and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and Foreign Holding Company, in each case other than a Disregarded Entity, (iii) 65% of the issued and outstanding Equity Interests in each Disregarded Entity that owns an interest in a CFC or CFC Debt, and (iv) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing; provided, with respect to pledges of Equity Interests of Foreign Subsidiarieshowever, that the Loan Parties shall not be required have no obligation to execute and deliver pledge agreements any Collateral Documents governed by the Laws of any jurisdiction other than the jurisdiction State of organization of New York, the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on United States or a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingpolitical subdivision thereof.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of (A) each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (other than any CFC Holdco) and (B) each Eligible Foreign Subsidiary that has become a Guarantor, in each case, directly owned by a Credit Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign 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 Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each CFC Holdco, in each case, directly owned by any Loan Party a Credit Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (to the extent reasonably requested by the Required Purchasers) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.b)

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereofClosing Date, (A) could not reasonably be expected to cause the undistributed any 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 (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by any a Loan Party Party, in each case, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding Required Lenders (it being understood and agreed that no agreement or filing governed by the forgoing, laws of any jurisdiction other than New York state shall be required in connection with respect to pledges the pledge of any Equity Interests of an Immaterial Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingSubsidiary).

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Equity Interests of any member of the GST Group and (iiafter the OldCo Petition Date) of OldCo, in each case until pledged as Collateral) and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, Agent (it being understood that this Section 7.14(a) shall (x) with respect to pledges of any certificated Equity Interests of any Foreign SubsidiariesSubsidiary owned by a Domestic Subsidiary, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the Loan Parties shall not be required to deliver pledge agreements governed by formation or acquisition, directly or indirectly, of such Foreign Subsidiary and (y) only require perfection of the Laws Administrative Agent’s security interest under the Law of the jurisdiction of organization of the applicable a Foreign Subsidiaries (and related opinions of foreign counsel) unless Subsidiary (i) within ninety (90) days (or such Foreign Subsidiary (together with longer period as the Administrative Agent permits in its Subsidiaries on a subconsolidated basissole discretion) has assets representing more than 5% of consolidated total assets of the Borrower and its request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Administrative Agent or Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Subsidiary of the Required Lenders Parent with assets that have so requested such pledge agreements and opinions in writingan aggregate net book value of more than $15,000,000).

Equity Interests. Cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary and (other than a FSHCO) directly owned by a Loan Party, (ii) one hundred percent (100%) of the issued and outstanding Equity Interests of RGP Singapore, and (iii) sixty five percent (65% %) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Pledged Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Pledged Foreign Subsidiary’s or such FSHCO’s United States parent parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Pledged Foreign Subsidiary and each FSHCO, in each Foreign Subsidiary case, directly owned by any a Loan Party Party, in each case, to be subject at all times to a first prioritypriority (subject only to nonconsensual Permitted Liens), perfected Lien in favor of the Administrative Agent Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with with, to the extent requested by the Lender, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding Lender (it being understood that this Section 6.14(a) shall only require perfection of the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the applicable Foreign Subsidiaries execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and related opinions of foreign counsel(y) unless (i) if such Foreign Subsidiary (together with its Subsidiaries on is a subconsolidated basis) has assets representing more than 5% of consolidated total assets Material Foreign Subsidiary); provided, that, upon delivery by RCI of the Borrower Pledged Equity Request and its Subsidiaries acceptance thereof by the Lender (such acceptance not to be unreasonably withheld, conditioned or delayed), Section 6.14(a) shall be deemed to be amended such that Section 6.14(a)(ii) is deleted and (iireplaced with “[reserved]” and the Equity Interests of RGP Singapore shall be required to be pledged pursuant to Section 6.14(a)(iii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingas if RGP Singapore was a Pledged Foreign Subsidiary.

Equity Interests. Cause Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Subsidiary of any Loan Party, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary of any Loan Party and (ii) 6566% (or such greater percentage that, due to a change Change in an applicable Law after the date hereofClosing Date, (A) could not 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 and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote in each Subsidiary of a Loan Party that is (within the meaning of Treas. Reg. x) a “controlled foreign corporation” under Section 1.956-2(c)(2)) and 100% 957 of the issued and outstanding Internal Revenue Code (each, a “First-Tier Foreign Subsidiary”) or (y) a disregarded CHAR1\1533762v5 entity substantially all of the assets of which consist (directly or indirectly through one or more other disregarded entities) of Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any one or more Subsidiaries of a Loan Party that are “controlled foreign corporations” under Section 957 of the Internal Revenue Code to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of the Collateral Documents, together and, in connection with opinions of counsel and the foregoing, deliver to the Administrative Agent such other customary documentation as the Administrative Agent may reasonably request including, any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, such Liens and customary opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding ; provided that, notwithstanding the forgoingforegoing, with respect to pledges none of the outstanding Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel1) unless (i) such any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary or (together with its Subsidiaries on 2) any Domestic Subsidiary of a subconsolidated basisForeign Subsidiary that is a “controlled foreign corporation” (owned either directly or indirectly through one or more entities that are disregarded entities or partnerships for U.S. federal income tax purposes) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (iishall be subject to this Section 7.13(a) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writingotherwise constitute Collateral.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding ; provided, however, that, unless requested in writing by the forgoing, with respect to pledges of Equity Interests of Foreign SubsidiariesRequired Lenders, the Loan Parties shall not be required have no obligation to execute and deliver pledge agreements any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction of organization of other than the applicable United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiaries (and related opinions of foreign counsel) Subsidiary unless (i) such Immaterial Foreign Subsidiary (together with its all other Immaterial Subsidiaries on that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a subconsolidated basisforeign law stock pledge agreement) either (x) has assets representing more than 5Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available) in excess of 10% of consolidated total assets the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and (ii) its Subsidiaries at the Administrative Agent or the Required Lenders have so requested end of such pledge agreements and opinions in writing.fiscal quarter. SILICON LABORATORIES INC. THIRD AMENDMENT TO CREDIT AGREEMENT

Equity Interests. Cause Except to the extent constituting Excluded Property, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by any Loan Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and FSHCO directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together and, in connection with opinions of counsel and the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent; provided, that the Loan Parties shall not be required to deliver stock certificates and stock powers with respect to pledges of Equity Interests of any Foreign Subsidiary that does not have assets with a book value in excess of $5,000,000. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets revenues representing more than 520% of the consolidated total assets revenues of the Borrower and its Restricted Subsidiaries and (ii) the Administrative Agent or the Required Lenders have has so requested such pledge agreements and opinions in writing.

Equity Interests. Cause The Borrower will cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Equity Interests of (1) the Subsidiaries specifically described on Schedule 6.13(a)(1), in each case, solely for so long as any Lien on such Equity Interests existing on the Closing Date remains in effect and to the extent the documents granting such Lien prohibit any other Lien on such Equity Interests; provided that in the event of the termination or release of any such Lien or prohibition, the applicable Loan Party promptly shall cause such Equity Interests to be subject to a security interest in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms of the Pledge Agreement, and (ii2) 65the Subsidiaries specifically described on Schedule 6.13(a)(2)) owned by the Borrower or any other Loan Party and (b) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not 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 and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary and (iib) 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not 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 and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to ; provided that it is understood and agreed that (x) all pledges of Equity Interests of Foreign with respect to Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the Loan Parties UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, and (y) pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall not be required perfected pursuant to deliver pledge agreements documents governed by the Laws law of the foreign jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) where such Foreign Subsidiary (is organized, which foreign law-governed documents shall be executed and delivered by the Loan Parties, together with its Subsidiaries on a subconsolidated basisthe items described above in this subsection related thereto, not later than (1) has assets representing more than 5% of consolidated total assets of 180 days after the Borrower and its Subsidiaries and Initial Borrowing Date (ii) or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in SVS, if the SVS Disposition has not occurred by such date, (2) 60 days after the Initial Borrowing Date (or such later date as the Required Lenders have so requested Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in any such first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Initial Borrowing Date, and (3) 60 days after the date that any Person becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge agreements and opinions of Equity Interests in writingany Person that becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company or any Bank Subsidiary) directly owned by a Loan Party and (ii) 6566% (or such greater percentage that, in the good faith judgment of the Borrower, due to a change in an applicable Law after the date hereof, (A1) 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 (B2) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company directly owned by any a Loan Party to be subject at all times (or, with respect to Equity Interests in a Subsidiary acquired or formed after the Closing Date, within fifteen (15) days (in the case of a Domestic Subsidiary) or thirty (30) days (in the case of a Foreign Subsidiary) after such acquisition or formation or, in each case, by such later date as the Administrative Agent shall have agreed in its sole discretion) to a first priority, perfected Lien (subject only to Liens arising by operation of Law) in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.