Common use of Equity Interests Clause in Contracts

Equity Interests. Subject to Section 7.21, 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 Closing Date, (A) 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 (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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens), perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21, cause 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 Closing Datedate hereof, (A) 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 (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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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. Subject to Section 7.21, cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyHoldco) directly owned by a of such Domestic Loan Party and (iiB) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) 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 (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 and CPECs entitled to vote (within and 100% of the meaning non-voting Equity Interests) (x) of Treas. Reg. Section 1.956-2(c)(2)each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) in of each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, Holdco directly owned by a such Domestic Loan Party, in each case, case to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, Agent (for the benefit of each holder of the Secured Parties, Direct U.S. Loan Party Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests thereintherein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign 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 (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign 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 (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company) directly owned by a Loan Party Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) 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 (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 directly owned by any Loan Party and each Foreign Subsidiary Holding Company, in each case, Company directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, 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 (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver 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 other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either (x) has Consolidated 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 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 its Subsidiaries at the end of such fiscal quarter.

Equity Interests. Subject to Section 7.21, cause Cause (ia) 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 (iib) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party or any Domestic Subsidiary to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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; provided, however, 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 be delivered pursuant to the terms hereof with respect to any Subsidiary that is not a Material Subsidiary formed or acquired after the Closing Date and (y) local counsel legal opinions will not be required with respect to the pledge of stock of Foreign Subsidiaries.

Equity Interests. Subject to Section 7.21, 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 Foreign Subsidiary Holding CompanyLien 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 (2) directly the Subsidiaries specifically described on Schedule 6.13(a)(2)) owned by a the Borrower or any other Loan Party and (iib) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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.

Equity Interests. Subject to Section 7.21Within 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 (other than of any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (ii) 6566% (or such greater percentage that, due to a change Change in an applicable Law after the Closing Date, (A) 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 (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 and each Foreign Subsidiary Holding Company, in each case, directly owned by one or more Subsidiaries of a Loan Party, in each case, Party that are “controlled foreign corporations” under Section 957 of the Internal Revenue Code to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for Agent to secure the benefit of the Secured Parties, Obligations pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent and, in connection with the entering into of a Collateral Document in connection with any foregoing, deliver to the Administrative Agent such pledge) and other customary documentation as the Administrative Agent may reasonably request including, any filings and deliveries 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; provided that, notwithstanding the foregoing, none of the outstanding Equity Interests of (1) any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary or (2) any Domestic Subsidiary of a Foreign 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) shall be subject to this Section 7.13(a) or otherwise constitute Collateral.

Equity Interests. Subject to Section 7.21, cause (i) To secure the Obligations (including Foreign Obligations), the Domestic Loan Parties will cause: (A) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Companywithin 30 days, or such later time designated in writing by the Administrative Agent) directly owned by a Loan Party and (iiB) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Partythe Company or any of its Domestic Subsidiary (within 60 days, or such later time designated in each case, writing by the Administrative Agent) to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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; and (ii) To secure the Foreign Obligations, the Loan Parties will cause: (A) to the extent not pledged to the Administrative Agent pursuant to clause (a) above, all of the issued and outstanding Equity Interests of each Foreign Subsidiary that is directly owned by the Company or any of its Domestic Subsidiary and (B) 100% of the issued and outstanding Equity Interests in each Foreign Subsidiary that is not directly owned by the Company or any of its Domestic Subsidiaries 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.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) which are directly owned by a any Loan Party and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) 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 (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 and each Foreign Subsidiary Holding Company, in each case, which are directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority priority, perfected (subject to Permitted Liens)any requirements of perfection under foreign law, perfected in the case of Foreign Subsidiaries) Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries determined by the Administrative Agent to be 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 the Administrative Agent has so requested such pledge agreements and opinions in writing.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyCompany 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 Closing Datedate 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 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 and each Foreign Subsidiary Holding Company, in each case, Company directly owned by a Loan Party, in each case, 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 (subject to Permitted Liens)priority, perfected Lien (subject only to Liens arising by operation of Law) in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any that is not a Foreign Subsidiary Holding Company) directly owned by a Loan Party Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) 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 (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 directly owned by any Loan Party and each Foreign Subsidiary Holding Company, in each case, Company directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, 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 (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver 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 other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either (x) has Consolidated 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 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 its Subsidiaries at the end of such fiscal quarter.

Equity Interests. Subject to Section 7.21, cause Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a any Loan Party and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Material 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 Material Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’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 1.956Section 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 Material Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in Party each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, it is understood and agreed that (x) the Borrower shall not be required to pledge its Equity Interests in ALS pursuant to this Section 7.14(a) so long as (A) ALS is liquidated or dissolved within 180 days after the Closing Date and (B) all of its assets are transferred to a Loan Party prior to such liquidation or dissolution and (y) the Borrower shall not be required to pledge its Equity Interests in Reserve America Holdings ULC pursuant to this Section 7.14(a) until the earlier to occur of (A) ninety (90) days after the Closing Date and (B) thirty (30) days after the Reorganization Date.

Equity Interests. Subject to Section 7.21, Each Credit Party will cause (i) 100% of the issued and outstanding Equity Interests in each of each its direct or indirect Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party 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 Closing Date, (A) 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 (B) could not reasonably be expected to cause any material 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)) in each tier Foreign Subsidiary and each Foreign Subsidiary Holding CompanySubsidiaries, in each case, directly case to the extent owned by a Loan such Credit Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for Agent to the benefit of the Secured Parties, 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 such Acquired Indebtedness prohibits such Domestic Subsidiary from becoming a party to the Pledge Agreement (provided that such terms were not incurred in connection with, or in anticipation of, such acquisition), then such Domestic Subsidiary shall not be required to become a party to the Pledge Agreement until such time as such Domestic Subsidiary is no longer subject to the terms of such Acquired Indebtedness; provided, further, that if requested pursuant to a Permitted Restructuring any of the Equity Interests of a first-tier Foreign Subsidiary 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 voting Equity Interests in connection with any Domestic Subsidiary that is disregarded as separate from such 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 entering into voting Equity Interests in any Foreign Subsidiary and (b) Investments in the form of a Collateral Document Equity Interests in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agentjoint ventures formed or created under Section 6.5(h).

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any a Foreign Holding Company or Disregarded Entity that owns an interest in a CFC or CFC Debt) and each Foreign Subsidiary Holding Company) that is a Disregarded Entity and that does not own an interest in a CFC or CFC Debt, in each case directly owned by a any Loan Party and Party, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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. 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 Subsidiary Holding Company, in each case, Company directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) 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; provided, however, that the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the State of New York, the United States or a political subdivision thereof.

Equity Interests. Subject to Section 7.21, cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyHoldco) directly owned by a of such Domestic Loan Party and (iiB) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) 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 (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 and CPECs entitled to vote (within and 100% of the meaning non-voting Equity Interests) (x) of Treas. Reg. Section 1.956-2(c)(2)each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) in of each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, Holdco directly owned by a such Domestic Loan Party, in each case, case to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, Agent (for the benefit of each holder of the Secured Parties, Direct U.S. Loan Party Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests thereintherein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign 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 (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign 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 #95537764v15AMERICAS/2023466857.21 #96465179v1 therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. Subject to Section 7.21, cause 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 Holding Company) that has become a Guarantor, in each case, directly owned by a Loan Credit Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company 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 Foreign Subsidiary Holding Company’s 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. Section 1.956956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each Foreign Subsidiary Holding CompanyCFC Holdco, in each case, directly owned by a Loan Credit Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if to the extent reasonably requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledgeRequired Purchasers) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21, cause Cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Companya FSHCO) directly owned by a Loan Party Party, and (ii) sixty five percent (65% %) (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company FSHCO 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 CompanyFSHCO’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 Foreign Subsidiary Holding CompanyFSHCO, in each case, directly owned by a Loan Party, in each case, to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens), perfected Lien in favor of the Administrative AgentLender, 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 (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign

Equity Interests. Subject to Section 7.21, cause 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 and each UK Loan Party and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 and each Foreign Subsidiary Holding Company, in each case, (other than the UK Loan Parties) directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that no Loan Party shall be required to pledge or otherwise grant a security interest or Lien in Equity Interests of any non-wholly owned Subsidiary directly owned by such Loan Party to the extent that the Organization Documents of such Subsidiary or any applicable agreement among owners of such Equity Interests prohibit such Loan Party from doing so.

Equity Interests. Subject to Section 7.21, cause (i) Cause (A) 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (iiB) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 First Tier Foreign Subsidiary (other than any SPV and each any Excluded First Tier Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Subsidiary) to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of Collateral Documents or such other additional security documents as the Collateral Documents, together with opinions of counsel Administrative Agent shall reasonably request to secure the Obligations (if including the Foreign Obligations); (ii) If requested by the Administrative Agent, cause 100% of the issued and outstanding Equity Interests of each Foreign Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents or such other additional security documents as the Administrative Agent shall reasonably request to secure the Foreign Obligations; and (iii) In connection with the foregoing clauses (i) and (ii), deliver such other documentation as the Administrative Agent may reasonably request in connection with the entering into foregoing, including, without limitation, opinions of a Collateral Document in connection with any such pledge) counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject Except to Section 7.21the extent constituting Excluded Property, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Companya FSHCO) directly owned by a any Loan Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) 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 (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 and each Foreign Subsidiary Holding Company, in each case, FSHCO directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent and, in connection with the entering into of a Collateral Document in connection with any foregoing, deliver to the Administrative Agent such pledge) and other documentation as the Administrative Agent may request including, any filings and deliveries 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 revenues representing more than 20% of the consolidated revenues of the Borrower and its Restricted Subsidiaries and (ii) the Administrative Agent has so requested such pledge agreements and opinions in writing.

Equity Interests. Subject to Section 7.21Within thirty (30) 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 (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyExcluded Domestic Subsidiaries) directly owned by a Loan Party and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause at any time the undistributed earnings of such Excluded Domestic Subsidiary or 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 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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative applicable Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative applicable Agent.

Equity Interests. Subject to Section 7.21, cause 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 Holding Company) that has become a Guarantor, in each case, directly owned by a Loan Credit Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company 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 Foreign Subsidiary Holding Company’s 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 Foreign Subsidiary Holding CompanyCFC Holdco, in each case, directly owned by a Loan Credit Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if to the extent reasonably requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledgeRequired Purchasers) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21, cause 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) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) 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 (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)(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 and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party (other than a Designated Borrower) to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.; provided that it is understood and agreed that (x) all pledges of Equity Interests 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 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 be perfected pursuant to documents governed by the law of the foreign jurisdiction where such Foreign Subsidiary is organized, which foreign lawgoverned documents shall be executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (1) 365 days after the Third Amendment Effective Date (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 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 of Equity Interests in any such firsttier 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 firsttier 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 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. Subject to Section 7.21, cause (i) Cause (A) 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (iiB) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 Material First Tier Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, (other than any SPV) to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of Collateral Documents or such other additional security documents as the Collateral Documents, together with opinions of counsel Administrative Agent shall reasonably request to secure the Obligations (if including the Foreign Obligations); (ii) If requested by the Administrative Agent, cause 100% of the issued and outstanding Equity Interests of each Foreign Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents or such other additional security documents as the Administrative Agent shall reasonably request to secure the Foreign Obligations; and (iii) In connection with the foregoing clauses (i) and (ii), deliver such other documentation as the Administrative Agent may reasonably request in connection with the entering into foregoing, including, without limitation, opinions of a Collateral Document in connection with any such pledge) counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21, cause 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) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate 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 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 (x) any Dormant Subsidiary and each Foreign (y) the Brazil Subsidiary Holding Company, in each case, (unless the contract for the sale of the Brazil Subsidiary is terminated)) directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided that except to the extent necessary to attach and/or perfect the Lender’s security interest in the Equity Interests issued by any Foreign Subsidiary, no Loan Party shall be required to take the foregoing actions with respect to jurisdictions outside the United States), together with opinions of counsel (if reasonably requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) Lender 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 AgentLender.