Common use of Equity Interests Clause in Contracts

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (B) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (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 Administrative Agent (for the benefit of each 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 of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and Domestic is not a Foreign Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party Holding Company and (Bii) 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic directly owned by any Loan Party and (y) of each Foreign Holdco Subsidiary Holding Company directly owned by such Domestic any Loan Party, in each case Party 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 the Direct U.S. Loan Party Obligations) pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything 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 contrary hereinLaws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Target Foreign Subsidiary Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required to provide a pledge for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of its any Loan Party whose Equity Interests until three months have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either (x) has Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available) in excess of 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such longer period as Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the Administrative Agent, in consolidated revenues of the Borrower and its sole discretion, shall determine) after Subsidiaries at the Restatement Effective Dateend of such fiscal quarter.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party Subsidiary and Domestic Subsidiary (other than any Foreign Holdcoii) 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 Domestic Loan Party 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) 65could 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 and CPECs not entitled to vote (and 100% within the meaning of the nonTreas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic any Loan Party, in each case Party 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 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent; . Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for or the benefit of each holder of Foreign Obligations) pursuant to the terms Required Lenders have so requested such pledge agreements and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Datewriting.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (Aa) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than Equity Interests of any Foreign HoldcoUnrestricted Subsidiary) of such Domestic directly owned by a 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (yother than an Unrestricted Subsidiary) of each Foreign Holdco directly owned by such Domestic a Loan Party, in each case Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders of the Direct U.S. Loan Party Obligations) , pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; Agent (iiit being understood that this Section 7.14(a) Subject shall (x) with respect 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 any certificated Equity Interests of each U.S. 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 Parent and formation or acquisition, directly or indirectly, of such Foreign Subsidiary (with the other Loan Parties designation of an Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be subject at all times to an acquisition of a first priority, perfected Lien in favor Subsidiary for purposes of this Section 7.14) and (y) only require perfection of the Administrative Agent (for Agent’s security interest under the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions Law of the Collateral Documents, together with opinions jurisdiction 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 organization of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (i) within ninety (90) days (or such longer period as the Administrative Agent, Agent permits in its sole discretion, ) of the request of the Administrative Agent (which request shall determinebe deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) after on the Restatement Effective 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) To secure the Direct U.S. Loan Party Norwegian Notes Obligations, causecause 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, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, cause (Ax) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign HoldcoSubsidiary Holding Company) directly owned by Parent, US Issuer or any other US Notes Guarantor and (y) 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 Domestic Loan Party 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) 65could 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 and CPECs not entitled to vote (and 100% within the meaning of the nonTreas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco Subsidiary Holding Company, in each case, directly owned by such Domestic Loan PartyParent, US Issuer or any other US Notes Guarantor, in each case of (i) 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 Agent (Collateral Agent, for the benefit of each holder of the Direct U.S. Loan Party Obligations) Purchasers, pursuant to the terms and conditions of the Collateral Documents, subject to Permitted Liens and to the extent not constituting Excluded Property, together with opinions of counsel (if requested by the Collateral Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent Collateral Agent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective DateRequired Purchasers.

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) Cause 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Material Domestic Subsidiary (other than any Foreign HoldcoExcluded Property or any Excluded Subsidiary) of such Domestic Loan Party and (B) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (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 Administrative Agent (Agent, for the benefit of each holder the holders of the Direct U.S. Loan Party 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 opinions of counsel and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, 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)such Liens, Organization Documents and resolutions all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure At any time that the Foreign ObligationsSubsidiary 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 (A) ten percent (10%) of 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 Threshold”), then the Borrower shall within sixty (60) days after delivery of such financial statements pursuant to Section 7.01(a) or (b) cause 66% of the maximum extent permitted by applicable Law, cause 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 each U.S. Subsidiary of the Parent and the other Loan Parties Treas. Reg. Section 1. 956‑2(c)(2)) in one or more First Tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders of Foreign the Obligations) , to secure the Obligations pursuant to the terms and conditions of Collateral Documents (subject to Permitted Liens) such that immediately after such pledge, the Collateral DocumentsFirst Tier Foreign Subsidiaries whose Equity Interests is not subject to such a Lien shall not exceed any Foreign Subsidiary Threshold, together and, in connection with opinions of counsel and the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)such Liens, Organization Documents and resolutions all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, one hundred percent (A100%) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdcoa 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 Domestic Loan Party 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) 65% could not reasonably be expected to cause any material adverse tax consequences) 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 one hundred percent (100% %) of the nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and (y2(c)(2)) of each Foreign Holdco Subsidiary and each FSHCO, in each case, directly owned by such Domestic a Loan Party, in each case case, to be subject at all times to a first prioritypriority (subject only to nonconsensual Permitted Liens), perfected Lien in favor of the Administrative Agent (Lender, for the benefit of each holder of the Direct U.S. Loan Party Obligations) Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with with, to the extent requested by the Lender, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; Lender (iiit being understood that this Section 6.14(a) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% shall only require perfection of the issued and outstanding Equity Interests of each U.S. Subsidiary Lender’s security interest under the Laws of the Parent and the other Loan Parties to be subject at all times to jurisdiction of organization of a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a (including the execution and delivery of local law-governed pledge of its Equity Interests until three months 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 Lender, shall determineand (y) after the Restatement Effective Dateif such Foreign Subsidiary is a Material Foreign Subsidiary).

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than a Foreign Holding Company or Disregarded Entity that owns an interest in a CFC or CFC Debt) and each Foreign Subsidiary that is a Disregarded Entity and that does not own an interest in a CFC or CFC Debt, in each case directly owned by any Foreign HoldcoLoan Party, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, in the Borrower’s good faith determination, such greater percentage, (A) could not reasonably be expected to cause the undistributed earnings of such Domestic Loan Party 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 CPECs (iv) 100% of the issued and outstanding Equity Interests not entitled to vote (and 100% within the meaning of the nonTreas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco Holding Company directly owned by such Domestic any Loan Party, in each case Party 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 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 of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything provided, however, that the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the contrary hereinLaws of any jurisdiction other than the State of New York, no Target Foreign Subsidiary shall be required to provide the United States or a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Datepolitical subdivision thereof.

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, Cause (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Material Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (B) 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 and CPECs not entitled to vote (and 100% within the meaning of the nonTreas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party (other than any SPV and (yany Excluded First Tier Foreign Subsidiary) 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 Administrative Agent (for the benefit of each 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 Documents or such other additional security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to documents as the Administrative AgentAgent shall reasonably request to secure the Obligations (including the Foreign Obligations); (ii) Subject to If requested by the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable LawAdministrative Agent, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Foreign Loan Parties Party 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 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 conditions of (ii), deliver such other documentation as the Collateral DocumentsAdministrative Agent may reasonably request in connection with the foregoing, together with including, without limitation, 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)therein, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (B) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (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 Administrative Agent (for the benefit of each 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 of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests #95537764v15AMERICAS/2023466857.21 #96465179v1 therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations (including Foreign Obligations), cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, Parties will cause: (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdcowithin 30 days, or such later time designated in writing by the Administrative Agent) of such Domestic Loan Party and (B) 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 and CPECs not entitled to vote (and 100% within the meaning of the nonTreas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by the Company or any of its Domestic Subsidiary (within 60 days, or such Domestic Loan Party, later time designated in each case 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 each 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent;; and (ii) Subject to the Guaranty and Security Principles, to To secure the Foreign Obligations, the Loan Parties will cause: (A) to the maximum extent permitted not pledged to the Administrative Agent pursuant to clause (a) above, all of the issued and outstanding Equity Interests of each Foreign Subsidiary that is directly owned by applicable Law, cause the Company or any of its Domestic Subsidiary and (B) 100% of the issued and outstanding Equity Interests in each Foreign Subsidiary that is not directly owned by the Company or any of each U.S. Subsidiary of the Parent and the other Loan Parties its Domestic Subsidiaries 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (B) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (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 Administrative Agent (for the benefit of each 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 #95484613v795537764v17 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 of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (Bii) 6566% 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic a Loan Party, in each case Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and provided that it is understood and agreed that (ivx) Notwithstanding anything all pledges of Equity Interests with respect to Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the contrary hereinUCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, no Target and (y) 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 foreign jurisdiction where such Foreign Subsidiary is organized, which foreign law-governed documents shall be required to provide a pledge of its Equity Interests until three months executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (1) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent, Agent agrees in its sole discretion), shall determinein the case of the pledge of Equity Interests in SVS, if SVS remains a Subsidiary and is a Material Foreign Subsidiary as of such date (or, if SVS becomes a Material Foreign Subsidiary after such date, 60 days after SVS becomes a Material Foreign Subsidiary, or such later date as the Administrative Agent agrees in its sole discretion), (2) 60 days after the Restatement Effective 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 Initial Borrowing Date, and (3) 60 days after the date that any Person becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (Bii) 6566% 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 non-voting issued and outstanding Equity InterestsInterests not entitled to vote (within the meaning of Treas. Reg. Section 1.956‑2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic a Loan Party, in each case Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and provided that it is understood and agreed that (ivx) Notwithstanding anything all pledges of Equity Interests with respect to Domestic Subsidiaries, first‑tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first‑tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the contrary hereinUCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, no Target and (y) 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 foreign jurisdiction where such Foreign Subsidiary is organized, which foreign law‑governed documents shall be required to provide a pledge of its Equity Interests until three months executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (1) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent, Agent agrees in its sole discretion), shall determinein the case of the pledge of Equity Interests in SVS, if SVS remains a Subsidiary and is a Material Foreign Subsidiary as of such date (or, if SVS becomes a Material Foreign Subsidiary after such date, 60 days after SVS becomes a Material Foreign Subsidiary, or such later date as the Administrative Agent agrees in its sole discretion), (2) 60 days after the Restatement Effective 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 Initial Borrowing Date, and (3) 60 days after the date that any Person becomes such a first‑tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a first‑tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. Each Loan Party will, and will cause each of its Subsidiaries to, (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) cause 100% of the issued and outstanding Equity Interests in each of each its direct or indirect Domestic Loan Party and Domestic Subsidiary Subsidiaries (other than the Excluded Subsidiary and any Domestic Subsidiary that is owned by a Foreign HoldcoSubsidiary) of such Domestic Loan Party and (B) 6566% of the issued and outstanding voting Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (x) Interests of each First Tier its first-tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic Loan PartySubsidiaries, in each case to the extent owned by such Loan Party, 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 the Direct U.S. Loan Party Obligations) pursuant to the terms and conditions of the Collateral DocumentsDocuments or such other security documents as the Administrative Agent shall reasonably request, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith (ii) to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)extent not previously delivered, all in form and substance reasonably satisfactory deliver to the Administrative Agent; Agent certificates evidencing such Equity Interests (iiif such Equity Interests are a security or if such Subsidiary issues certificates with respect to its Equity Interests), which certificates shall (A) Subject not contain any restriction or legend not acceptable to the Guaranty Administrative Agent in its discretion except as otherwise may be required by law, and Security Principles, to secure (B) contain on the Foreign Obligations, face of such certificate an English translation of the entire text on the face of such certificate; (iii) deliver to the maximum extent permitted by applicable LawAdministrative Agent undated stock and similar powers executed in blank; (iv) if applicable, cause 100% 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 issued grant, maintenance, and outstanding enforcement of the pledge of all Equity Interests of each U.S. Subsidiary of included in collateral, including the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor right of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant or its assignee to the terms and conditions exercise all rights of the Collateral Documents, together applicable grantor with opinions respect to such Equity Interests free and clear of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (all restrictions other than any actions such restrictions required by the laws of law and otherwise not waiveable; (vi) pay all taxes and other amounts assessed by any foreign jurisdiction), all in form and substance reasonably satisfactory Governmental Authority related to such pledge; (vii) deliver to the Administrative Agent; (iii) Subject Agent such legal opinions prepared by local counsel relating to the Guaranty matters described in this clause and Security Principles, clause (d) below and 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 matters as the Administrative Agent may reasonably request; (for the benefit of each holder of Foreign Obligationsviii) pursuant deliver to the terms and conditions Administrative Agent confirmations 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 pledge in form and substance reasonably satisfactory acceptable to the Administrative Agent; and and (ivix) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period take any and all other actions as the Administrative AgentAgent may request, including taking any and all actions necessary, required or requested in any non-United States jurisdiction, to cause such pledge to be granted, perfected and first priority under the laws of all applicable jurisdictions (subject to such exceptions as may be acceptable to the Administrative Agent in its sole discretion, shall determine) after the Restatement Effective Date).

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (B) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (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 Administrative Agent (for the benefit of each 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 of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iviii) Notwithstanding anything Subject to the contrary hereinGuaranty and Security Principles, no Target to secure the Foreign Subsidiary shall be required Obligations, to provide a pledge the maximum extent permitted by applicable Law, cause 100% of its the issued and outstanding Equity Interests until three months of each non-U.S. Subsidiary of the Parent (or such longer period as other than any Immaterial Subsidiary) 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, in its sole discretion, shall determine) after the Restatement Effective Date.

Equity Interests. The Borrower and each other Credit Party shall cause (i) To secure one hundred percent (100%) (or, if less, the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted full amount owned by applicable Law, (Asuch Person) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan owned by a Credit Party and (Bii) 65% sixty-six percent (66%) (or, if less, the full amount owned by such Person) 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 one hundred percent (100% %) (or, if less, the full amount owned by such Person) of the nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests) (x2(c)(2)) of each First 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 a Credit Party to be subject at all times to a perfected first priority, perfected Lien priority security interest in favor of the Administrative Agent (Collateral Agent, for the benefit of each holder of the Direct U.S. Loan Party Obligations) Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; (ii) Subject to . Notwithstanding the Guaranty and Security Principlesforegoing provisions of this Section 6.12, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% none of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Credit Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge the Equity Interests of any of its Regulated Subsidiaries until all necessary regulatory approvals for such pledge of its Equity Interests until three months 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 such longer period as any of its Subsidiaries to make any payments in excess of normal fees and costs to or at the Administrative Agentdirection of Governmental Authorities, or to change the manner in which the Borrower and its sole discretion, shall determine) after Subsidiaries conduct business in any respect that the Restatement Effective Datemanagement of the Borrower reasonably determines in good faith to be materially adverse or materially burdensome).

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (Bb) 6566% 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic a Loan Party, in each case Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and provided that it is understood and agreed that (ivx) Notwithstanding anything all pledges of Equity Interests with respect to Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the contrary hereinUCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, no Target and (y) 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 foreign jurisdiction where such Foreign Subsidiary is organized, which foreign law-governed documents shall be required to provide a pledge of its Equity Interests until three months executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (1) 180 days after the Initial Borrowing Date (or such longer period later date as the Administrative Agent, Agent agrees in its sole discretion), shall determinein the case of the pledge of Equity Interests in SVS, if the SVS Disposition has not occurred by such date, (2) 60 days after the Restatement Effective 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 Initial Borrowing Date, and (3) 60 days after the date that any Person becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, Cause (A) 100% of the issued and outstanding Equity Interests owned of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party record by the Borrower with respect to Pebblebrook Hotel Lessee and (B) 65100% of the issued and outstanding Equity Interests and CPECs entitled owned of record by the Borrower, any other Loan Party or DC Hotel Trust with respect to vote each Domestic Subsidiary (and 100% whether direct or indirect) of the non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Borrower, any Loan Party and or DC Hotel Trust that owns or holds any interest in a Borrowing Base Property (yother than any Subsidiary TRS) of each Foreign Holdco directly owned by such Domestic Loan Party, in each case to be subject at all times to a first first-priority, perfected Lien in favor of the Administrative Agent (for the benefit of each 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 Documents or such other security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to documents as the Administrative Agent; Agent shall reasonably request, and (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 10065% of the issued and outstanding Equity Interests owned of each U.S. Subsidiary of record by the Parent and the Borrower, any other Loan Parties Party or DC Hotel Trust with respect to each First-Tier Foreign Subsidiary that owns or holds any interest in a Borrowing Base Property (other than any 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 each holder of Foreign 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 with opinions be perfected; provided, that the requirement pursuant to clause (ii) for the pledge of counsel and not more than 65% of the Equity Interests in each such First-Tier Foreign Subsidiary that owns or holds any filings and deliveries reasonably necessary interest in connection therewith to perfect the security interests therein a Borrowing Base Property (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory Subsidiary TRS) is intended 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% avoid treatment of the issued undistributed earnings of a Foreign Subsidiary as a deemed dividend to its United States parent for United States federal income tax purposes and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than REIT, Borrower or any Immaterial Subsidiary) and the Designated U.S. Co-Borrower Subsidiary shall pledge or cause to be subject at all times to pledged any greater percentage of its interest in a first priority, perfected Lien in favor of the Administrative Agent Foreign Subsidiary that (for the benefit of each holder of Foreign Obligations) whether pursuant to existing Applicable Law or as the terms and conditions result of changes to, or clarifications of, existing Applicable Law after the Collateral Documents, together with opinions date hereof) (x) would not reasonably be expected to cause the undistributed earnings of counsel and any filings and deliveries reasonably necessary in connection therewith such Foreign Subsidiary 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 be treated as a deemed dividend to the Administrative Agent; and United States parent of such Foreign Subsidiary, as determined for United States federal income tax purposes, and (ivy) Notwithstanding anything would not otherwise reasonably be expected to the contrary herein, no Target result in material adverse tax consequences to such Foreign Subsidiary shall be required to provide a pledge of or its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective DateUnited States parent.

Equity Interests. Cause each Loan Party to cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, one hundred percent (A100%) 100% of the issued and outstanding Equity Interests of in each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdcounless an Immaterial Subsidiary) of directly owned by such Domestic Loan Party and (Bii) sixty-five percent (65% %) of the issued and outstanding Equity Interests and CPECs entitled to vote (and 100% of the nonin each first-voting Equity Interests) (x) of each First Tier tier Foreign Subsidiary of such Domestic Loan Party and (yunless an Immaterial Subsidiary) of each Foreign Holdco directly owned by such Domestic Loan Party, in each case Party 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 the Direct U.S. Loan Party Obligations) pursuant to the terms and conditions of the Collateral DocumentsDocuments (subject to Permitted Liens), together and, in connection with the foregoing, deliver to the Administrative Agent 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 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; . For purposes of the foregoing, it is understood and agreed that: (iiw) Subject 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 Guaranty and Security Principles, to secure the Foreign Obligations, benefit to the maximum 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 (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) to the extent permitted that a first priority, perfected Lien in favor of the Administrative Agent in the Equity Interests in 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 7.18, PRGX shall within thirty (30) days (or such longer period of time as is agreed to by applicable Law, the Administrative Agent in its sole discretion) cause (A) one hundred percent (100% %) of the issued and outstanding Equity Interests of in each U.S. Domestic Subsidiary directly owned by such Loan Party and (B) sixty-five percent (65%) of the Parent issued and the other outstanding Equity Interests in each first-tier Foreign Subsidiary directly owned by such Loan Parties Party 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 Documents (subject to Permitted Liens) in accordance with opinions the foregoing provisions 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 this Section 6.14(a) to the Administrative Agent; (iii) Subject extent necessary 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 achieve compliance with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (or such longer period as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective DateSection 7.18.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (Aa) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than the Equity Interests of any Foreign Holdcomember of the GST Group and (after the OldCo Petition Date) of such Domestic Loan Party OldCo, in each case until pledged as Collateral) 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic a Loan Party, in each case Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders of the Direct U.S. Loan Party Obligations) , pursuant to the terms and conditions of the Collateral Documents, together with with, if requested by the Administrative Agent, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; Agent (iiit being understood that this Section 7.14(a) Subject shall (x) with respect 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 any certificated Equity Interests of each U.S. 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 Parent formation or acquisition, directly or indirectly, of such Foreign Subsidiary and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor (y) only require perfection of the Administrative Agent (for Agent’s security interest under the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions Law of the Collateral Documents, together with opinions jurisdiction 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 organization of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge of its Equity Interests until three months (i) within ninety (90) days (or such longer period as the Administrative Agent, Agent permits in its sole discretion, ) of the request of the Administrative Agent (which request shall determinebe deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) after on the Restatement Effective Closing Date) and (ii) if the Equity Interests of such Foreign Subsidiary are uncertificated and such Foreign Subsidiary is a Subsidiary of the Parent with assets that have an aggregate net book value of more than $15,000,000).

Equity Interests. The Company and each other Credit Party shall cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, one hundred percent (A100%) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party Subsidiary and Domestic Subsidiary (other than any Foreign Holdcoii) sixty-six percent (66%) of such Domestic Loan Party and (B) 65% of the issued and outstanding voting Equity Interests and CPECs entitled to vote (and 100% of the non-voting Equity Interests) (x) of each First 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 a Credit Party to be subject at all times to a perfected first priority, perfected Lien priority security interest in favor of the Administrative Agent (Collateral Agent, for the benefit of each holder of the Direct U.S. Loan Party Obligations) Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; . Notwithstanding the foregoing provisions of this Section 6.12, (iia) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% none of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Credit Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything to the contrary herein, no Target Foreign Subsidiary shall be required to provide a pledge the Equity Interests of any of its Regulated Subsidiaries until all necessary regulatory approvals for such pledge of its Equity Interests until three months have been received, which such regulatory approvals the Company shall use commercially reasonable efforts to diligently pursue (provided, however, that such commercially reasonable efforts shall not require the Company or any of its Subsidiaries to make any payments in excess of normal fees and costs to or at the direction of Governmental Authorities, or to change the manner in which the Company and its Subsidiaries conduct business in any respect that the management of the Company reasonably determines in good faith to be materially adverse or materially burdensome) and (b) none of the Credit Parties shall be required to pledge (or cause to be pledged) the Equity Interests of the Subsidiaries of ITC^Deltacom until such longer period time as the Administrative Agent, in its sole discretion, shall determine) after the Restatement Effective DateITC^Deltacom becomes a Guarantor.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any Foreign Holdco) of such Domestic Loan Party and (Bii) 6566% 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) of each Foreign Holdco directly owned by such Domestic a Loan Party, in each case Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (Agent, for the benefit of each holder the holders 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)therein, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; and provided that it is understood and agreed that (ivx) Notwithstanding anything all pledges of Equity Interests with respect to Domestic Subsidiaries, first-tier Foreign Subsidiaries that are not Material Foreign Subsidiaries and certificated Equity Interests of first- CHAR1\1829960v3 tier Foreign Subsidiaries that are Material Foreign Subsidiaries will, in each case, be made pursuant to documents governed by New York law and perfected under the contrary hereinUCC by the filing of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, no Target and (y) 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 foreign jurisdiction where such Foreign Subsidiary is organized, which foreign law-governed documents shall be required to provide a pledge of its Equity Interests until three months executed and delivered by the Loan Parties, together with the items described above in this subsection related thereto, not later than (1) 365 days after the Third Amendment Effective Date (or such longer period later date as the Administrative Agent, Agent agrees in its sole discretion), shall determinein the case of the pledge of Equity Interests in SVS, if SVS remains a Subsidiary and is a Material Foreign Subsidiary as of such date (or, if SVS becomes a Material Foreign Subsidiary after such date, 60 days after SVS becomes a Material Foreign Subsidiary, or such later date as the Administrative Agent agrees in its sole discretion), (2) 60 days after the Restatement Effective 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 Initial Borrowing Date, and (3) 60 days after the date that any Person becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary (or such later date as the Administrative Agent agrees in its sole discretion), in the case of the pledge of Equity Interests in any Person that becomes such a first-tier Foreign Subsidiary that is a Material Foreign Subsidiary after the Initial Borrowing Date.

Equity Interests. Cause (i) To secure the Direct U.S. Loan Party Obligations, cause, in the case of any Domestic Loan Party, to the maximum extent permitted by applicable Law, (A) 100% of the issued and outstanding Equity Interests of each Domestic Loan Party and Domestic Subsidiary (other than any that is not a Foreign Holdco) of such Domestic Loan Party Subsidiary Holding Company and (Bii) 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 nonissued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-voting Equity Interests2(c)(2)) (x) of in each First Tier Foreign Subsidiary of such Domestic directly owned by any Loan Party and (y) of each Foreign Holdco Subsidiary Holding Company directly owned by such Domestic any Loan Party, in each case Party 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 the Direct U.S. Loan Party Obligations) pursuant to the terms and conditions of the Collateral DocumentsDocuments (provided, that, in no event shall more than 65% of such issued and outstanding Equity Interests entitled to vote in each Foreign Subsidiary directly owned by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject to such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each U.S. Subsidiary of the Parent and the other Loan Parties to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (iii) Subject to the Guaranty and Security Principles, to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of the issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Parent and the other Loan Parties (other than any Immaterial Subsidiary) and the Designated U.S. Co-Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent (for the benefit of each holder of Foreign Obligations) pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein (other than any actions required by the laws of any foreign jurisdiction)therein, all in form and substance reasonably satisfactory to the Administrative Agent; and (iv) Notwithstanding anything 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 contrary hereinLaws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Target Foreign Subsidiary Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required to provide a pledge for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of its any Loan Party whose Equity Interests until three months have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either (x) has Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available) in excess of 10% of the Consolidated Total Assets of the Borrower and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such longer period as Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the Administrative Agent, in consolidated revenues of the Borrower and its sole discretion, shall determine) after Subsidiaries at the Restatement Effective Dateend of such fiscal quarter.