Common use of Equity Interests Clause in Contracts

Equity Interests. Cause (a) 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 (b) 65% 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 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, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, opinions of counsel 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 (it being understood that this Section 7.14(a) shall (x) with respect to any certificated Equity Interests of any Foreign Subsidiary 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 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause (ai) 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 Equity Interests any Foreign Holdco) of any Unrestricted Subsidiary) directly owned by a such Domestic Loan Party (other than a Designated Borrower) and (bB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and outstanding Equity Interests not entitled to vote (within the meaning y) of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) Holdco directly owned by a such Domestic Loan Party (other than a Designated Borrower) 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 holders each holder of the Direct U.S. Loan Party Obligations, ) pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 Agent; (it being understood that this Section 7.14(aii) shall (x) with respect Subject to any certificated 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 any Foreign each U.S. Subsidiary 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 formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with Parent and the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed other Loan Parties to be an acquisition of subject at all times to a Subsidiary for purposes of this Section 7.14) and (y) only require perfection first priority, perfected Lien in favor of the Administrative Agent’s security interest under Agent (for the Law benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the jurisdiction Collateral Documents, together with opinions of organization 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 (i) within ninety (90) days shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent permits Agent, in its sole discretion, shall determine) of after the 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 Restatement Effective Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause (ai) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiary) that is directly owned by a any Loan Party (other than and is not a Designated Borrower) Foreign Subsidiary Holding Company and (bii) 65% 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 a any Loan Party (other than a Designated Borrower) 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, for the benefit of the holders of the Obligations, 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, if requested by the Administrative Agent, 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 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 (it being understood together with all other Immaterial Subsidiaries that this Section 7.14(aare 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) shall either (x) with respect to any certificated Equity Interests has Consolidated Total Assets (as of any Foreign Subsidiary owned by a Domestic Subsidiary, only require delivery 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 certificated Equity Interests in accordance with Section 7.17 fiscal quarter or within thirty (30y) days after for the formation or acquisitionperiod of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, directly or indirectly, of has consolidated revenues attributable to such Foreign Subsidiary (with the designation exclusive of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition intercompany revenues) in excess of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection 10% of the Administrative Agent’s security interest under the Law consolidated revenues of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as Borrower and its Subsidiaries at the Administrative Agent permits in its sole discretion) of the 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 Equity Interests end of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)fiscal quarter.

Equity Interests. Cause (ai) 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 (bii) 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 a any 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, for the benefit of the holders of the Obligations, Agent pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, 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 (it being understood that this Section 7.14(a) shall (x) Agent. Notwithstanding the forgoing, with respect to any certificated pledges of Equity Interests of any Foreign Subsidiary owned Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed 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 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law Laws of the jurisdiction of organization of a the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (itogether with its Subsidiaries on a subconsolidated basis) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) has assets representing more than 5% of consolidated total assets of the request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Borrower and its Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Equity Interests of Administrative Agent or the Required Lenders have so requested such Foreign Subsidiary are uncertificated pledge agreements and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)opinions in writing.

Equity Interests. Cause The Borrower and each other Credit Party shall cause (ai) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any such Equity Interests of any Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrowerthat constitutes Excluded Property) and (bii) sixty-five percent (65% %) 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 a Loan any Credit Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien priority lien (subject to any Permitted Lien) in favor of the Administrative Collateral Agent, for the benefit of the holders of the ObligationsLenders, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, 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 Agent Collateral Agent; provided that (it being understood i) the pledge of the outstanding Equity Interests of any FSHCO or Foreign Subsidiary that this Section 7.14(a) 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, and (ii) security interests shall not be required with respect to any certificated Equity Interests of any Foreign Subsidiary owned 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 a Domestic Subsidiary, only require delivery of such certificated Equity Interests the Borrower and notified in accordance with Section 7.17 or within thirty (30) days after the formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed writing to be an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. (i) Cause (a) 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than Equity Interests of any Unrestricted Excluded Property or any Excluded Subsidiary) directly owned by a Loan Party (other than a Designated Borrower) and (b) 65% 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 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, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of Collateral Documents (subject to Permitted Liens), and, in connection with the Collateral Documentsforegoing, together with, if requested by deliver to the Administrative AgentAgent such other documentation as the Administrative Agent may reasonably request including, opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests thereinsuch Liens, Organization Documents and resolutions all in form form, content and substance scope reasonably satisfactory to the Administrative Agent Agent; (it being understood ii) At any time that this Section 7.14(athe Foreign Subsidiary Holding Companies and Foreign Subsidiaries directly owned by the Borrower or any Domestic Subsidiary (the “First Tier Foreign Subsidiaries”) shall in the aggregate account for more than (xA) with respect to any certificated Equity Interests ten percent (10%) of any Consolidated EBITDA for the Applicable Period, (B) ten percent (10%) of total revenues of the Borrower and its Subsidiaries on a consolidated basis for the Applicable Period or (C) ten percent (10%) of Consolidated Total Assets as of the end of the Applicable Period (each such threshold, a “Foreign Subsidiary owned by a Domestic SubsidiaryThreshold”), only require then the Borrower shall within sixty (60) days after delivery of such certificated financial statements pursuant to Section 7.01(a) or (b) cause 66% of the issued and outstanding Equity Interests (other than any Excluded Property) entitled to vote (within the meaning of Treas. Reg. Section 1.956‑2(c)(2)) and 100% of the issued and outstanding Equity Interests (other than any Excluded Property) not entitled to vote (within the meaning of Treas. Reg. Section 1. 956‑2(c)(2)) in accordance with Section 7.17 one or within thirty (30) days after the formation or acquisition, directly or indirectly, of such more First Tier Foreign Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed Subsidiaries to be an acquisition of subject at all times to a Subsidiary for purposes of this Section 7.14) and (y) only require perfection first priority, perfected Lien in favor of the Administrative Agent’s security interest under , for the Law benefit of the jurisdiction holders of organization of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens) such that immediately after such pledge, the First Tier Foreign Subsidiaries whose Equity Interests is not subject to such a Lien shall not exceed any Foreign Subsidiary (i) within ninety (90) days (or Threshold, and, in connection with the foregoing, deliver to the Administrative Agent such longer period other documentation as the Administrative Agent permits may request including, any filings and deliveries to perfect such Liens, Organization Documents and resolutions all in its sole discretion) of the request of form, content and scope reasonably satisfactory to 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)Agent.

Equity Interests. Cause (ai) To secure the Norwegian Notes Obligations, cause 100% of the issued and outstanding Equity Interests of each direct Subsidiary owned by a Note Party and (ii) to secure the US Notes Obligations, cause (x) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted SubsidiaryForeign Subsidiary Holding Company) directly owned by a Loan Party (Parent, US Issuer or any other than a Designated Borrower) US Notes Guarantor and (by) 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 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) and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party Parent, US Issuer or any other US Notes Guarantor, in each case of (other than a Designated Borroweri) and (ii), to be subject at all times times, subject to Section 7.12(b), to a first priority, perfected Lien in favor of the Administrative Collateral Agent, for the benefit of the holders of the ObligationsPurchasers, pursuant to the terms and conditions of the Collateral Documents, subject to Permitted Liens and to the extent not constituting Excluded Property, together with, with opinions of counsel (if requested by the Administrative Agent, opinions Collateral Agent in connection with the entering into of counsel 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 Collateral Agent (it being understood that this Section 7.14(a) shall (x) with respect to any certificated Equity Interests of any Foreign Subsidiary 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 and the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)Required Purchasers.

Equity Interests. Cause (ai) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiarya FSHCO) directly owned by a Loan Party (other than a Designated Borrower) Party, and (bii) 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, 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 (other than an Unrestricted Subsidiary) and each FSHCO, in each case, directly owned by a Loan Party (other than a Designated Borrower) 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 AgentLender, for the benefit of the holders of the ObligationsSecured Parties, pursuant to the terms and conditions of the Collateral Documents, together with, if to the extent requested by the Administrative AgentLender, opinions of counsel 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 7.14(a6.14(a) shall (x) with respect to any certificated Equity Interests of any Foreign Subsidiary 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 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative AgentLender’s security interest under the Law Laws of the jurisdiction of organization of a Foreign Subsidiary (iincluding the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Administrative Agent Lender permits in its sole discretion) of the 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) Lender, and (iiy) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000Material Foreign Subsidiary).

Equity Interests. (i) Cause (aA) 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrower) and (bB) 6566% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding 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 an Unrestricted any SPV and any Excluded First Tier Foreign Subsidiary) directly owned by 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, for the benefit of the holders of the Obligations, Agent pursuant to the terms and conditions of Collateral Documents or such other additional security documents as the Collateral Documents, together with, if Administrative Agent shall reasonably request to secure the Obligations (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 foregoing, including, without limitation, opinions of 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 (it being understood that this Section 7.14(a) shall (x) with respect to any certificated Equity Interests of any Foreign Subsidiary 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 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause (ai) 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 (bii) 6566% 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 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, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 (Agent; provided that it being is understood and agreed 13971043v3 that this Section 7.14(a) shall (x) all pledges of Equity Interests with respect to any Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of any first-tier Foreign Subsidiary owned Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by a Domestic SubsidiaryNew York law and perfected under the UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall be perfected pursuant to documents governed by the law of the Administrative Agent’s security interest under the Law of the foreign jurisdiction of organization of a where such Foreign Subsidiary is organized, which foreign law-governed documents shall be executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (i1) within ninety (90) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent permits agrees in its sole discretion) ), in the case of the request 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), (which request shall be deemed made 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 first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Initial Borrowing Date) , and (ii3) if 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 of Equity Interests of in any Person that becomes such a first-tier Foreign Subsidiary are uncertificated and such that is a Material Foreign Subsidiary is a Restricted Subsidiary of after the Parent with assets that have an aggregate net book value of more than $25,000,000)Initial Borrowing Date.

Equity Interests. Cause (ai) 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 Equity Interests of any Unrestricted Subsidiary) directly owned within 30 days, or such later time designated in writing by a Loan Party (other than a Designated Borrowerthe Administrative Agent) and (bB) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding 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 a Loan Party the Company or any of its Domestic Subsidiary (other than a Designated Borrowerwithin 60 days, or such later time designated in writing by the Administrative Agent) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, Agent pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, 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; 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 (it being understood that this Section 7.14(aa) shall (x) with respect to any certificated above, all of the issued and outstanding Equity Interests of any each Foreign Subsidiary that is directly owned by a the Company or any of its Domestic Subsidiary, only require delivery Subsidiary and (B) 100% of such certificated the issued and outstanding Equity Interests in accordance with Section 7.17 or within thirty (30) days after the formation or acquisition, directly or indirectly, of such each Foreign Subsidiary (with that is not directly owned by the designation Company or any of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed its Domestic Subsidiaries to be an acquisition of subject at all times to a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits first priority, perfected Lien in its sole discretion) of the request favor of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject pursuant to the following clause (ii) on the Closing Date) terms and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary conditions of the Parent Collateral Documents, together with assets that have an aggregate net book value opinions of more than $25,000,000)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. Cause (ai) 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 (bii) 6566% 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 (other than an Unrestricted Subsidiary) directly owned by 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, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 (Agent; provided that it being is understood and agreed that this Section 7.14(a) shall (x) all pledges of Equity Interests with respect to any Domestic Subsidiaries, firsttier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of any firsttier Foreign Subsidiary owned Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by a Domestic SubsidiaryNew York law and perfected under the UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection 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 Administrative Agent’s security interest under the Law of the foreign jurisdiction of organization of a 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 (i1) within ninety (90) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent permits agrees in its sole discretion) ), in the case of the request 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), (which request shall be deemed made 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 Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Initial Borrowing Date) , and (ii3) if 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 of in any Person that becomes such a firsttier Foreign Subsidiary are uncertificated and such that is a Material Foreign Subsidiary is a Restricted Subsidiary of after the Parent with assets that have an aggregate net book value of more than $25,000,000).Initial Borrowing Date. cxxxiv CHAR1\1792192v4

Equity Interests. Cause (ai) 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 (b) 6566% 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 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, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 (Agent; provided that it being is understood and agreed that this Section 7.14(a) shall (x) all pledges of Equity Interests with respect to any Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of any first-tier Foreign Subsidiary owned Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by a Domestic SubsidiaryNew York law and perfected under the UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall be perfected pursuant to documents governed by the law of the Administrative Agent’s security interest under the Law of the foreign jurisdiction of organization of a where such Foreign Subsidiary is organized, which foreign law-governed documents shall be executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (i1) within ninety (90) 180 days after the Initial Borrowing Date (or such longer period later date as the Administrative Agent permits agrees in its sole discretion) ), in the case of the request 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 Administrative Agent (which request shall be deemed made 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 Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Initial Borrowing Date) , and (ii3) if 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 of Equity Interests of in any Person that becomes such a first-tier Foreign Subsidiary are uncertificated and such that is a Material Foreign Subsidiary is a Restricted Subsidiary of after the Parent with assets that have an aggregate net book value of more than $25,000,000)Initial Borrowing Date.

Equity Interests. Cause (ai) 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 Equity Interests any Foreign Holdco) of any Unrestricted Subsidiary) directly owned by a such Domestic Loan Party (other than a Designated Borrower) and (bB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and outstanding Equity Interests not entitled to vote (within the meaning y) of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) Holdco directly owned by a such Domestic Loan Party (other than a Designated Borrower) 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 holders each holder of the Direct U.S. Loan Party Obligations, ) pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel and any filings and deliveries reasonably necessary in connection #95484613v795537764v17 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 Agent; (it being understood that this Section 7.14(aii) shall (x) with respect Subject to any certificated 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 any Foreign each U.S. Subsidiary 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 formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with Parent and the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed other Loan Parties to be an acquisition of subject at all times to a Subsidiary for purposes of this Section 7.14) and (y) only require perfection first priority, perfected Lien in favor of the Administrative Agent’s security interest under Agent (for the Law benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the jurisdiction Collateral Documents, together with opinions of organization 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 (i) within ninety (90) days shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent permits Agent, in its sole discretion, shall determine) of after the 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 Restatement Effective Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause each Loan Party to cause (ai) one hundred percent (100% %) of the issued and outstanding Equity Interests of in each Domestic Subsidiary (other than Equity Interests of any Unrestricted unless an Immaterial Subsidiary) directly owned by a such Loan Party (other than a Designated Borrower) and (bii) sixty-five percent (65% %) 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 unless an Unrestricted Immaterial Subsidiary) directly owned by a such 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, for the benefit of the holders of the Obligations, Agent pursuant to the terms and conditions of the Collateral DocumentsDocuments (subject to Permitted Liens), together withand, if requested by in connection with the foregoing, deliver to the Administrative AgentAgent such other documentation as the Administrative Agent may reasonably may request, including any filings and deliveries, necessary to perfect such Liens and favorable opinions of counsel 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. For purposes of the foregoing, it is understood and agreed that: (w) in the event that the Administrative Agent shall reasonably determine that the cost of obtaining such a Lien on the Equity Interests in any Subsidiary in which a Loan Party owns five percent (5%) or less is excessive in relation to the benefit to the Administrative Agent and the other holders of the Obligations of the security to be afforded thereby, the Administrative Agent may, without any further consent of the Lenders, waive the requirement that the Equity Interests in such Subsidiary held by such Loan Party be subject to a Lien in favor of the Administrative Agent (it being understood that this Section 7.14(a) in which case, such Equity Interests in such Subsidiary shall not be, and shall not be required to become, subject to a Lien in favor of the Administrative Agent); (x) with respect to any certificated Equity Interests the extent that a first priority, perfected Lien in favor of any Foreign Subsidiary owned by a Domestic Subsidiary, only require delivery of such certificated the Administrative Agent in the Equity Interests in accordance any first-tier Foreign Subsidiary cannot be obtained pursuant to a pledge agreement or similar agreement under the laws of the State of New York, the Loan Parties shall (A) cause such Equity Interests to become subject to a Lien in favor of the Administrative Agent pursuant to the laws of the jurisdiction in which such Foreign Subsidiary is organized or formed and (B) deliver to the Administrative Agent such documentation as the Administrative Agent may reasonably request in connection therewith, including any filings and deliveries necessary to perfect such Lien, together with favorable opinions of counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that in the event that the Administrative Agent shall reasonably determine that the cost of obtaining such a Lien under this clause (x) on the Equity Interests in any such Foreign Subsidiary under the laws of the jurisdiction in which such Foreign Subsidiary is organized or formed is excessive in relation to the benefit to the Administrative Agent and the other holders of the Obligations of the security to be afforded thereby, the Administrative Agent may, without any further consent of the Lenders, waive the requirement that the Equity Interests in such Foreign Subsidiary be subject to a Lien in favor of the Administrative Agent pursuant to the laws of the jurisdiction in which such Foreign Subsidiary is organized or formed (in which case, such Equity Interests in such Foreign Subsidiary shall not be, and shall not be required to become, subject to a Lien in favor of the Administrative Agent); (y) in the event that the Administrative Agent shall reasonably determine that the cost of obtaining such a Lien on the Equity Interests in PRGX India Private Limited, an Indian corporation, is excessive in relation to the benefit to the Administrative Agent and the other holders of the Obligations of the security to be afforded thereby, the Administrative Agent may, without any further consent of the Lenders, waive the requirement that the Equity Interests in PRGX India Private Limited, an Indian corporation, be subject to a Lien in favor of the Administrative Agent (in which case, such Equity Interests in PRGX India Private Limited, an Indian corporation, shall not be, and shall not be required to become, subject to a Lien in favor of the Administrative Agent); and (z) to the extent that, as of the date of the most recent financial statements required to be delivered pursuant to Section 6.01(a) or Section 6.01(b), PRGX and its Subsidiaries would not be in compliance with Section 7.17 or 7.18, PRGX shall within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period of time as is agreed to by the Administrative Agent permits in its sole discretion) cause (A) one hundred percent (100%) of the request issued and outstanding Equity Interests in each Domestic Subsidiary directly owned by such Loan Party and (B) sixty-five percent (65%) of the issued and outstanding Equity Interests in each first-tier Foreign Subsidiary directly owned by such 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 (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to Permitted Liens) in accordance with the following clause (iiforegoing provisions of this Section 6.14(a) on to the Closing Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent extent necessary to achieve compliance with assets that have an aggregate net book value of more than $25,000,000)Section 7.18.

Equity Interests. Cause Each Loan Party will, and will cause each of its Subsidiaries to, (ai) cause 100% of the issued and outstanding Equity Interests in each of each its direct or indirect Domestic Subsidiary Subsidiaries (other than Equity Interests of the Excluded Subsidiary and any Unrestricted Subsidiary) directly Domestic Subsidiary that is owned by a Loan Party (other than a Designated BorrowerForeign Subsidiary) and (b) 6566% 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 (other than an Unrestricted Subsidiary) directly case to the extent owned by a such Loan Party (other than a Designated Borrower) Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, Agent pursuant to the terms and conditions of the Collateral Documents, together with, if requested by Documents or such other security documents as the Administrative AgentAgent shall reasonably request, opinions of counsel and any filings and deliveries necessary in connection therewith (ii) to perfect the security interests thereinextent not previously delivered, all in form and substance reasonably satisfactory deliver to the Administrative Agent certificates evidencing such Equity Interests (it being understood that this Section 7.14(a) shall (x) if such Equity Interests are a security or if such Subsidiary issues certificates with respect to its Equity Interests), which certificates shall (A) not contain any certificated restriction or legend not acceptable to the Administrative Agent in its discretion except as otherwise may be required by law, and (B) contain on the face of such certificate an English translation of the entire text on the face of such certificate; (iii) deliver to the Administrative Agent undated stock and similar powers executed in blank; (iv) if applicable, deliver to the Administrative Agent an English translation of all organizational and governance documents, which translation shall be certified as to accuracy in a manner acceptable to the Administrative Agent in its discretion; (v) waive all restrictions of the grant, maintenance, and enforcement of the pledge of all Equity Interests of any Foreign Subsidiary owned by a Domestic Subsidiaryincluded in collateral, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after including the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection right of the Administrative Agent’s security interest under the Law Agent or its assignee to exercise all rights of the jurisdiction applicable grantor with respect to such Equity Interests free and clear of organization of a Foreign Subsidiary all restrictions other than any such restrictions required by law and otherwise not waiveable; (ivi) within ninety pay all taxes and other amounts assessed by any Governmental Authority related to such pledge; (90vii) days deliver to the Administrative Agent such legal opinions prepared by local counsel relating to the matters described in this clause and clause (or such longer period d) below and to all matters as the Administrative Agent permits in its sole discretionmay reasonably request; (viii) of the request of deliver to the Administrative Agent confirmations of pledge in form acceptable to the Administrative Agent; and (which request shall ix) take any and all other actions as the Administrative Agent may request, including taking any and all actions necessary, required or requested in any non-United States jurisdiction, to cause such pledge to be deemed made on granted, perfected and first priority under the Closing Date with respect to Foreign Subsidiaries laws of all applicable jurisdictions (subject to such exceptions as may be acceptable to the following clause (ii) on the Closing Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000Administrative Agent in its discretion).

Equity Interests. Cause (ai) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiarya 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 a any Loan Party Party, (other than a Designated Borrower) and (bii) 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 (other than an Unrestricted Subsidiary) and each Foreign Holding Company directly owned by a any 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, for the benefit of the holders of the Obligations, Agent pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, 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 (it being understood Agent; provided, however, that this Section 7.14(a) the Loan Parties shall (x) with respect have no obligation to execute and deliver any certificated Equity Interests Collateral Documents governed by the Laws of any Foreign Subsidiary owned by jurisdiction other than the State of New York, the United States or a Domestic Subsidiary, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)political subdivision thereof.

Equity Interests. Cause (ai) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiary) directly owned by that is not a Loan Party (other than a Designated Borrower) Foreign Subsidiary Holding Company and (bii) 65% 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 a any Loan Party (other than a Designated Borrower) 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, for the benefit of the holders of the Obligations, 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, if requested by the Administrative Agent, 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 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 (it being understood together with all other Immaterial Subsidiaries that this Section 7.14(aare 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) shall either (x) with respect to any certificated Equity Interests has Consolidated Total Assets (as of any Foreign Subsidiary owned by a Domestic Subsidiary, only require delivery 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 certificated Equity Interests in accordance with Section 7.17 fiscal quarter or within thirty (30y) days after for the formation or acquisitionperiod of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, directly or indirectly, of has consolidated revenues attributable to such Foreign Subsidiary (with the designation exclusive of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition intercompany revenues) in excess of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection 10% of the Administrative Agent’s security interest under the Law consolidated revenues of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as Borrower and its Subsidiaries at the Administrative Agent permits in its sole discretion) of the 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 Equity Interests end of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)fiscal quarter.

Equity Interests. Cause (ai) 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 Equity Interests any Foreign Holdco) of any Unrestricted Subsidiary) directly owned by a such Domestic Loan Party (other than a Designated Borrower) and (bB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and outstanding Equity Interests not entitled to vote (within the meaning y) of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) Holdco directly owned by a such Domestic Loan Party (other than a Designated Borrower) 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 holders each holder of the Direct U.S. Loan Party Obligations, ) pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 Agent; (it being understood that this Section 7.14(aii) shall (x) with respect Subject to any certificated 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 any Foreign each U.S. Subsidiary 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 formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with Parent and the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed other Loan Parties to be an acquisition of subject at all times to a Subsidiary for purposes of this Section 7.14) and (y) only require perfection first priority, perfected Lien in favor of the Administrative Agent’s security interest under Agent (for the Law benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the jurisdiction Collateral Documents, together with opinions of organization 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 (i) within ninety (90) days shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent permits Agent, in its sole discretion, shall determine) of after the 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 Restatement Effective Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause (ai) 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 Subsidiary (other than Equity Interests any Foreign Holdco) of any Unrestricted Subsidiary) directly owned by a such Domestic Loan Party (other than a Designated Borrower) and (bB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic Loan Party, in each case to be subject at all times to a first priority, perfected Lien in favor of the meaning Administrative Agent (for the benefit of Treas. Reg. Section 1.956-2(c)(2each holder of the Direct U.S. Loan Party 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; (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 not entitled of each U.S. Subsidiary of the Parent to vote be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (within for the meaning benefit of Treas. Reg. Section 1.956-2(c)(2)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 each Foreign Subsidiary connection therewith to perfect the security interests therein (other than an Unrestricted Subsidiaryany actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iii) directly owned Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by a Loan Party applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent (other than a Designated Borrowerany Immaterial 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 holders each holder of the Foreign Obligations, ) pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 (it being understood that this Section 7.14(a) shall (x) with respect to any certificated Equity Interests of any Foreign Subsidiary 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 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause (ai) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Subsidiary) that is directly owned by a any Loan Party (other than and is not a Designated Borrower) Foreign Subsidiary Holding Company and (bii) 65% 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 a any Loan Party (other than a Designated Borrower) 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, for the benefit of the holders of the Obligations, 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, if requested by the Administrative Agent, 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 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 (it being understood together with all other Immaterial Foreign Subsidiaries that this Section 7.14(aare 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) shall either (x) with respect to any certificated Equity Interests has Consolidated Total Assets (as of any Foreign Subsidiary owned by a Domestic Subsidiary, only require delivery 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 certificated Equity Interests in accordance with Section 7.17 fiscal quarter or within thirty (30y) days after for the formation or acquisitionperiod of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, directly or indirectly, of has consolidated revenues attributable to such Foreign Subsidiary (with the designation exclusive of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition intercompany revenues) in excess of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection 10% of the Administrative Agent’s security interest under the Law consolidated revenues of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as Borrower and its Subsidiaries at the Administrative Agent permits in its sole discretion) of the 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 Equity Interests end of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)fiscal quarter.

Equity Interests. (i) Cause (aA) 100% of the issued and outstanding Equity Interests owned of record by the Borrower with respect to Pebblebrook Hotel Lessee and (B) 100% of the issued and outstanding Equity Interests owned of record by the Borrower, any other Loan Party or DC Hotel Trust with respect to each Domestic Subsidiary (other than Equity Interests whether direct or indirect) of the Borrower, any Unrestricted Subsidiary) directly owned by a Loan Party or DC Hotel Trust that owns or holds any interest in a Borrowing Base Property (other than any Subsidiary TRS) to be subject at all times to a Designated Borrower) first-priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, and (bii) cause 65% of the issued and outstanding Equity Interests entitled owned of record by the Borrower, any other Loan Party or DC Hotel Trust with respect to vote (within the meaning of Treas. Reg. Section 1.956each First-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 Tier Foreign Subsidiary that owns or holds any interest in a Borrowing Base Property (other than an Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrowerany Subsidiary TRS) to be subject at all times to a first first-priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative agent shall reasonably request, which such Lien shall, upon satisfaction of any filing or delivery requirements set forth in the Collateral Documents, together withbe perfected; provided, if requested by that the Administrative Agentrequirement pursuant to clause (ii) for the pledge of not more than 65% of the Equity Interests in each such First-Tier Foreign Subsidiary that owns or holds any interest in a Borrowing Base Property (other than any Subsidiary TRS) is intended to avoid treatment of the undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes and each of the Parent REIT, opinions Borrower or any Subsidiary shall pledge or cause to be pledged any greater percentage of counsel and any filings and deliveries necessary its interest in connection therewith a Foreign Subsidiary that (whether pursuant to perfect existing Applicable Law or as the security interests thereinresult of changes to, all in form and substance reasonably satisfactory to or clarifications of, existing Applicable Law after the Administrative Agent (it being understood that this Section 7.14(adate hereof) shall (x) with respect would not reasonably be expected to any certificated Equity Interests of any Foreign Subsidiary 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 cause the formation or acquisition, directly or indirectly, undistributed earnings of such Foreign Subsidiary (with the designation of an Unrestricted Subsidiary to be treated as a Restricted Subsidiary being deemed dividend to be an acquisition the United States parent of a Subsidiary such Foreign Subsidiary, as determined for purposes of this Section 7.14) United States federal income tax purposes, and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits would not otherwise reasonably be expected to result in its sole discretion) of the request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect material adverse tax consequences to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000)or its United States parent.

Equity Interests. Cause (ai) 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 (bii) 6566% 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 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, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 (Agent; provided that it being is understood and agreed that this Section 7.14(a) shall (x) all pledges of Equity Interests with respect to any Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of any first- CHAR1\1829960v3 tier Foreign Subsidiary owned Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by a Domestic SubsidiaryNew York law and perfected under the UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall be perfected pursuant to documents governed by the law of the Administrative Agent’s security interest under the Law of the foreign jurisdiction of organization of a where such Foreign Subsidiary is organized, which foreign law-governed documents shall be executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (i1) within ninety (90) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent permits agrees in its sole discretion) ), in the case of the request 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), (which request shall be deemed made 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 first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Initial Borrowing Date) , and (ii3) if 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 of Equity Interests of in any Person that becomes such a first-tier Foreign Subsidiary are uncertificated and such that is a Material Foreign Subsidiary is a Restricted Subsidiary of after the Parent with assets that have an aggregate net book value of more than $25,000,000)Initial Borrowing Date.

Equity Interests. Cause The Credit Parties will cause (ai) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than Equity Interests of any Unrestricted Domestic Subsidiary that is an Excluded Subsidiary) directly owned by a Loan Party of the Borrower, (other than a Designated Borrower) and (bii) 65% of combined voting power 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 each Excluded Foreign Holding Company directly owned by the Borrower or any Domestic Subsidiary other than an Excluded Foreign Holding Company and (iii) 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 Excluded Foreign Holding Company directly owned by the Borrower or any Domestic Subsidiary (other than an Unrestricted Subsidiary) directly owned by a Loan Party (other than a Designated Borrower) Excluded Foreign Holding Companies), in each case to be subject at all times to a first priority, perfected Lien (subject only to non-consensual Permitted Liens) in favor of the Administrative Agent, Agent (for the benefit of the holders of the Obligations, Secured Creditors) pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the Documents or such other security interests therein, all in form and substance reasonably satisfactory to documents as the Administrative Agent shall reasonably request (it being understood that this Section 7.14(a) no foreign law security documents shall (x) with respect to be required as of the Closing Date, but, if at any certificated Equity Interests of time after the Closing Date, any Foreign Subsidiary owned by a Domestic Subsidiaryor Excluded Foreign Holding Company, only require delivery individually or together with its Subsidiaries, (i) holds more than 20% of the total consolidated assets of the Borrower and its Subsidiaries as of any applicable Test Date or (ii) generates more than 20% of Consolidated EBITDA of the Borrower and its Subsidiaries for the four fiscal quarter period ending as of any applicable Test Date, then the Credit Parties shall promptly thereafter cause to be delivered to the Administrative Agent such certificated local law security documents as the Administrative Agent shall reasonably request and deem necessary for the purpose of effecting such Lien on 65% of combined voting power of the issued and outstanding Equity Interests in accordance with Section 7.17 or within thirty (30) days after the formation or acquisition, directly or indirectly, entitled to vote of such Foreign Subsidiary (with or Excluded Foreign Holding Company and ensuring the designation validity and enforceability of an Unrestricted Subsidiary as such Lien under applicable local law, and a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.14) customary legal opinion covering the creation and (y) only require perfection of the Administrative Agent’s security interest such Lien under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000applicable local law).

Equity Interests. Cause The Borrower and each other Credit Party shall cause (ai) 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 (other than Equity Interests of any Unrestricted Subsidiary) directly owned by a Loan Credit Party (other than a Designated Borrower) and (bii) 65% sixty-six percent (66%) (or, if less, the full amount owned by such Person) 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 (other than an Unrestricted Subsidiary) directly owned by a Loan Credit Party (other than a Designated Borrower) to be subject at all times to a perfected first priority, perfected Lien priority security interest in favor of the Administrative Collateral Agent, for the benefit of the holders of the ObligationsLenders, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, 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 Agent (it being understood that Collateral Agent. Notwithstanding the foregoing provisions of this Section 7.14(a) 6.12, none of the Credit Parties shall (x) with respect be required to any certificated pledge the Equity Interests of any Foreign Subsidiary owned by a Domestic Subsidiary, only require delivery of its Regulated Subsidiaries until all necessary regulatory approvals for such certificated pledge of Equity Interests have been received, which such regulatory approvals the Borrower shall use commercially reasonable efforts to diligently pursue (provided, however, that such commercially reasonable efforts shall not require the Borrower or any of its Subsidiaries to make any payments in accordance with Section 7.17 excess of normal fees and costs to or within thirty (30) days after at the formation direction of Governmental Authorities, or acquisition, directly or indirectly, to change the manner in which the Borrower and its Subsidiaries conduct business in any respect that the management of such Foreign Subsidiary (with the designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed Borrower reasonably determines in good faith to be an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent’s security interest under the Law of the jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (materially adverse or such longer period as the Administrative Agent permits in its sole discretion) of the 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 Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000materially burdensome).

Equity Interests. Cause (ai) 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 (bii) 6566% 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 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, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, if requested by the Administrative Agent, with opinions of counsel 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 (Agent; provided that it being is understood and agreed that this Section 7.14(a) shall (x) all pledges of Equity Interests with respect to any Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of any first-tier Foreign Subsidiary owned Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by a Domestic SubsidiaryNew York law and perfected under the UCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, only require delivery of such certificated Equity Interests in accordance with Section 7.17 or within thirty (30) days after the 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 an acquisition of a Subsidiary for purposes of this Section 7.14) and (y) only require perfection pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall be perfected pursuant to documents governed by the law of the Administrative Agent’s security interest under the Law of the foreign jurisdiction of organization of a where such Foreign Subsidiary is organized, which foreign law-governed documents shall be executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (i1) within ninety (90) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent permits agrees in its sole discretion) ), in the case of the request 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), (which request shall be deemed made 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 first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Initial Borrowing Date) , and (ii3) if 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 of Equity Interests of in any Person that becomes such a first-tier Foreign Subsidiary are uncertificated and such that is a Material Foreign Subsidiary is a Restricted Subsidiary of after the Parent with assets that have an aggregate net book value of more than $25,000,000)Initial Borrowing Date.