Common use of Equity Interests Clause in Contracts

Equity Interests. Cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a Loan Party, and (ii) sixty five percent (65%) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary and each FSHCO, in each case, directly owned by a Loan Party, in each case, to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens), perfected Lien in favor of the Lender, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary).

Equity Interests. Cause Subject to Section 7.21, cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCOany Foreign Subsidiary Holding Company) directly owned by a Loan Party, Party and (ii) sixty five percent (65%) % (or such greater percentage that, due to a change in an applicable Law after the date hereofClosing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO 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 FSHCOForeign Subsidiary Holding Company’s United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCOForeign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens), perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent with opinions of counsel (if requested by the Lender, opinions Administrative 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 Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)Administrative Agent.

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

Equity Interests. Cause (ia) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a Loan Party, and (iib) sixty five percent (65%) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCO, in each case, directly owned by a Loan Party, in each case, Party or any Domestic Subsidiary to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Secured PartiesLenders, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (Administrative Agent; provided, however, it being is understood and agreed that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety the Loan Parties shall have thirty (9030) days (or such longer period as from the Lender permits in its sole discretion) delivery of the request certificate required by Section 7.02(i) to comply with the terms of this Section 7.14(a) with respect to any Subsidiary that is not a Material Subsidiary, and that an opinion of counsel will not be required to be delivered pursuant to the Lender, terms hereof with respect to any Subsidiary that is not a Material Subsidiary formed or acquired after the Closing Date and (y) if such local counsel legal opinions will not be required with respect to the pledge of stock of Foreign Subsidiary is a Material Foreign Subsidiary)Subsidiaries.

Equity Interests. Cause Each Credit Party will cause 100% of the Equity Interests in each of its direct or indirect Domestic Subsidiaries and 65% (i) one hundred percent (100%or, after any applicable Change in Law, such higher percentage that would not result in any adverse tax consequences for such new Guarantor) of the issued voting Equity Interests and outstanding 100% of the non-voting Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a Loan Party, and (ii) sixty five percent (65%) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such its first-tier 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)) of each Foreign Subsidiary and each FSHCOSubsidiaries, in each case, directly case to the extent owned by a Loan such Credit Party, in each case, to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the Lender, for Administrative Agent to the benefit of the Secured Parties, extent required pursuant to the terms and conditions of the Collateral Security Documents; provided, together withhowever, that to the extent requested by any Domestic Subsidiary is subject to the Lender, opinions terms of counsel any Acquired Indebtedness and any filings and deliveries necessary such Acquired Indebtedness prohibits such Domestic Subsidiary from becoming a party to the Pledge Agreement (provided that such terms were not incurred in connection therewith with, or in anticipation of, such acquisition), then such Domestic Subsidiary shall not be required to perfect the security interests therein, all in form and substance reasonably satisfactory become a party to the Lender (it being understood Pledge Agreement until such time as such Domestic Subsidiary is no longer subject to the terms of such Acquired Indebtedness; provided, further, that this Section 6.14(a) shall only require perfection if pursuant to a Permitted Restructuring any of the Lender’s Equity Interests of a first-tier Foreign Subsidiary becomes owned by another Foreign Subsidiary, the Administrative Agent shall promptly release any Liens on the Equity Interests of the former first-tier Foreign Subsidiary. Notwithstanding the foregoing, no Credit Party shall be required to pledge or otherwise subject to a security interest under the Laws (a) more than 65% of the jurisdiction voting Equity Interests in any Domestic Subsidiary that is disregarded as separate from such Credit Party for U.S. federal income tax purposes if such Domestic Subsidiary owns (directly or indirectly through one or more other Domestic Subsidiaries that are disregarded as separate from such Credit Party for U.S. federal income tax purposes) more than 65% of organization of a the voting Equity Interests in any Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (yb) if such Foreign Subsidiary is a Material Foreign SubsidiaryInvestments in the form of Equity Interests in joint ventures formed or created under Section 6.5(h).

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) which are directly owned by a any Loan Party, Party and (ii) sixty five percent (65%) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCO, in each case, which are directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority priority, perfected (subject only to nonconsensual Permitted Liens)any requirements of perfection under foreign law, perfected in the case of Foreign Subsidiaries) Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, with opinions of counsel and any filings and deliveries determined by the Administrative Agent to be reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender (it being understood that this Section 6.14(a) Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall only require perfection of the Lender’s security interest under not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of a the applicable Foreign Subsidiary Subsidiaries (including and related opinions of foreign counsel) unless the execution Administrative Agent has so requested such pledge agreements and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits opinions in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)writing.

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCOany Foreign Subsidiary Holding Company or any Bank Subsidiary) directly owned by a Loan Party, Party and (ii) sixty five percent (65%) 66% (or such greater percentage that, in the good faith judgment of the Borrower, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO 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 FSHCOForeign Subsidiary Holding Company’s United States parent, parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCO, in each case, Foreign Subsidiary Holding Company directly owned by a Loan Party, in each case, Party to be subject at all times (or, with respect to Equity Interests in a Subsidiary acquired or formed after the Closing Date, within fifteen (15) days (in the case of a Domestic Subsidiary) or thirty (30) days (in the case of a Foreign Subsidiary) after such acquisition or formation or, in each case, by such later date as the Administrative Agent shall have agreed in its sole discretion) to a first priority priority, perfected Lien (subject only to nonconsensual Permitted Liens), perfected Lien Liens arising by operation of Law) in favor of the LenderAdministrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)Administrative Agent.

Equity Interests. Cause Within thirty (i30) one hundred percent days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 formation of any Subsidiary, cause (a) 100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCOany Excluded Domestic Subsidiaries) directly owned by a Loan Party, and (iib) sixty five percent (65%) % (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause at any time the undistributed earnings of such Excluded Domestic Subsidiary or Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B2) could not at any time reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Excluded Domestic Subsidiary or Foreign Subsidiary and each FSHCO, in each case, directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the Lenderapplicable Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)applicable Agent.

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of (A) each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (other than any CFC Holdco) and (B) each Eligible Foreign Subsidiary that has become a FSHCO) Guarantor, in each case, directly owned by a Loan Party, Credit Party and (ii) sixty five percent (65%) % (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s CFC Holdco’s, as applicable, United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each FSHCOCFC Holdco, in each case, directly owned by a Loan Credit Party, in each case, to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with, with opinions of counsel (to the extent reasonably requested by the Lender, opinions of counsel Required Purchasers) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)Administrative Agent.

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of (A) each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (other than any CFC Holdco) and (B) each Eligible Foreign Subsidiary that has become a FSHCO) Guarantor, in each case, directly owned by a Loan Party, Credit Party and (ii) sixty five percent (65%) % (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s CFC Holdco’s, as applicable, United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each FSHCOCFC Holdco, in each case, directly owned by a Loan Credit Party, in each case, to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with, with opinions of counsel (to the extent reasonably requested by the Lender, opinions of counsel Required Purchasers) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Lender Administrative Agent. (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiaryb).

Equity Interests. Cause Except to the extent constituting Excluded Property, cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a any Loan Party, Party and (ii) sixty five percent (65%) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) % of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCO, in each case, FSHCO directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together withand, in connection with the foregoing, deliver to the extent requested by Administrative Agent such other documentation as the LenderAdministrative Agent may request including, opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Lender (it being understood Administrative Agent; provided, that this Section 6.14(a) the Loan Parties shall only require perfection not be required to deliver stock certificates and stock powers with respect to pledges of Equity Interests of any Foreign Subsidiary that does not have assets with a book value in excess of $5,000,000. Notwithstanding the Lender’s security interest under forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of a the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreementstogether with its Subsidiaries on a subconsolidated basis) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) has revenues representing more than 20% of the request consolidated revenues of the Lender, Borrower and its Restricted Subsidiaries and (yii) if the Administrative Agent has so requested such Foreign Subsidiary is a Material Foreign Subsidiary)pledge agreements and opinions in writing.

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCOExcluded Property) directly owned by a Loan Party, and (ii) sixty five percent (65%) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereofClosing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956(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)(21.956(c)(2)) of in each Foreign Subsidiary and each FSHCO(other than Excluded Property (other than, in each casefor the avoidance of doubt, Excluded Property described under clause (a) of the definition of “Excluded Property”)) directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together withand, in connection with the foregoing, deliver to the extent requested by Administrative Agent and the Lenderother Lenders such other documentation as the Administrative Agent or the Required Lenders may request including, opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Lender requesting Administrative Agent or Required Lenders (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiaryapplicable).

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a and each UK Loan Party, Party and (ii) sixty five percent (65%) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCO, in each case, (other than the UK Loan Parties) directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (it being understood Administrative Agent; provided, however, that this Section 6.14(a) no Loan Party shall only require perfection of the Lender’s be required to pledge or otherwise grant a security interest under or Lien in Equity Interests of any non-wholly owned Subsidiary directly owned by such Loan Party to the Laws extent that the Organization Documents of the jurisdiction such Subsidiary or any applicable agreement among owners of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if Equity Interests prohibit such Foreign Subsidiary is a Material Foreign Subsidiary)Loan Party from doing so.

Equity Interests. Cause Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Subsidiary of any Loan Party, cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCO) directly owned by a of any Loan Party, Party and (ii) sixty five percent (65%) 66% (or such greater percentage that, due to a change Change in an applicable Law after the date hereofClosing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote in each Subsidiary of a Loan Party that is (within x) a “controlled foreign corporation” under Section 957 of the meaning Internal Revenue Code (each, a “First-Tier Foreign Subsidiary”) or (y) a disregarded CHAR1\1533762v5 entity substantially all of Treas. Reg. Section 1.956-2(c)(2)) and the assets of which consist (directly or indirectly through one hundred percent (100%or more other disregarded entities) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) one or more Subsidiaries of each Foreign Subsidiary and each FSHCO, in each case, directly owned by a Loan Party, in each case, Party that are “controlled foreign corporations” under Section 957 of the Internal Revenue Code to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the Lender, for Administrative Agent to secure the benefit of the Secured Parties, Obligations pursuant to the terms and conditions of the Collateral Documents, together withand, in connection with the foregoing, deliver to the extent requested by Administrative Agent such other customary documentation as the LenderAdministrative Agent may reasonably request including, opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, such Liens and customary opinions of counsel all in form and substance reasonably satisfactory to the Lender (it being understood that this Section 6.14(a) shall only require perfection Administrative Agent; provided that, notwithstanding the foregoing, none of the Lender’s security interest under the Laws outstanding Equity Interests of the jurisdiction of organization (1) any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary or (2) any Domestic Subsidiary of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary that is a Material Foreign Subsidiary)“controlled foreign corporation” (owned either directly or indirectly through one or more entities that are disregarded entities or partnerships for U.S. federal income tax purposes) shall be subject to this Section 7.13(a) or otherwise constitute Collateral.

Equity Interests. Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a FSHCOForeign 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, and (ii) sixty five percent (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 or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and one hundred percent 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)) of in each Foreign Subsidiary and each FSHCO, in each case, Foreign Holding Company directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the Lender, for the benefit of the Secured Parties, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (it being understood Administrative Agent; provided, however, that this Section 6.14(a) the Loan Parties shall only require perfection of the Lender’s security interest under have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the jurisdiction State of organization of New York, the United States or a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)political subdivision thereof.

Equity Interests. Cause The Borrower will cause (ia) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Equity Interests of (1) the Subsidiaries specifically described on Schedule 6.13(a)(1), in each case, solely for so long as any Lien on such Equity Interests existing on the Closing Date remains in effect and to the extent the documents granting such Lien prohibit any other Lien on such Equity Interests; provided that in the event of the termination or release of any such Lien or prohibition, the applicable Loan Party promptly shall cause such Equity Interests to be subject to a FSHCO) directly owned by a Loan Partysecurity interest in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms of the Pledge Agreement, and (ii2) sixty five percent the Subsidiaries specifically described on Schedule 6.13(a)(2)) owned by the Borrower or any other Loan Party and (65%b) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of in each Foreign Subsidiary and each FSHCO, in each case, directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject only to nonconsensual Permitted Liens)priority, perfected Lien in favor of the LenderAdministrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with, to the extent requested by the Lender, 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 Lender (it being understood that this Section 6.14(a) shall only require perfection of the Lender’s security interest under the Laws of the jurisdiction of organization of a Foreign Subsidiary (including the execution and delivery of local law-governed pledge agreements) (x) within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the request of the Lender, and (y) if such Foreign Subsidiary is a Material Foreign Subsidiary)Administrative Agent.