Common use of Equity Interests Clause in Contracts

Equity Interests. The Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower Company shall, and each other shall cause its Domestic Subsidiaries that are Credit Party shall Parties to, cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Foreign Subsidiary Holding CompanyCompanies and Bank Subsidiaries) directly owned by such Credit Party and (ii) sixty-five percent (x) 65%) % (or such greater percentage that that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary 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 consequencesconsequences in each case as reasonably determined by the Company in consultation with the Administrative Agent) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)); provided that for purposes of this Section 6.11, any convertible preferred equity certificate shall be deemed to be Equity Interests entitled to vote and (y) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC and each Foreign Subsidiary Holding Company that is (in each case, other than any Bank Subsidiary) directly owned by any such Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Agent, for the benefit of the Lenders, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together and, in connection with opinions of counsel and the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Collateral Administrative Agent; provided in each case that the Company determines (in consultation with the Administrative Agent) that such pledge would not result in adverse tax consequences.

Equity Interests. The Borrower and each other Credit Party shall cause cause: (i) one hundred percent (100100.0%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than including, without limitation, each Domestic Subsidiary resulting from the division or allocation of any limited liability company that is not a CFC Holding Company) and Regulated Subsidiary); and (ii) sixty-five percent (6565.0%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary Subsidiary, as determined for United States federal income tax purposes purposes, to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956–2(c)(2)) ), and one hundred percent (100100.0%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956–2(c)(2)) in the case ), of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary Subsidiary; to be subject subject, at all times times, to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) directly owned by a Loan Party and (ii) sixty-five percent (65%) 66% (or such greater percentage that (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or a Foreign Subsidiary directly owned by such CFC Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent or to such CFC Holding Company, as applicable and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or and each CFC Holding Company that is directly owned by any Credit a Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) perfected Lien in favor of the Collateral Administrative Agent or the Control Agent, as appropriate, for the benefit of the Lendersholders of the Obligations, 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 the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and the Required Lenders.

Equity Interests. The Each Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Effective Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding anything in this clause (a), the Credit Parties shall not be required to comply with the requirements of this clause (a) if the Collateral Agent, in its reasonable discretion after consultation with the Borrowers, determines that the cost or other negative consequence to the Credit Parties of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) Subsidiary, each UK Loan Party and the Cypriot Loan Party and (ii) sixty-five percent (65%) 66% (or such greater percentage that that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is (other than the UK Loan Parties and the Cypriot Loan Party) directly owned by any Credit a Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Lendersholders of the Obligations, 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 the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; provided, however, that no Loan Party shall be required to pledge or otherwise grant a security interest or Lien in Equity Interests of any non-wholly owned Subsidiary directly owned by such Loan Party to the extent that the Organization Documents of such Subsidiary or any applicable agreement among owners of such Equity Interests prohibit such Loan Party from doing so.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and each UK Loan Party and (ii) sixty-five percent (65%) 66% (or such greater percentage that that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is (other than the UK Loan Parties) directly owned by any Credit a Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Lendersholders of the Obligations, 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 the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; provided, however, that no Loan Party shall be required to pledge or otherwise grant a security interest or Lien in Equity Interests of any non-wholly owned Subsidiary directly owned by such Loan Party to the extent that the Organization Documents of such Subsidiary or any applicable agreement among owners of such Equity Interests prohibit such Loan Party from doing so.

Equity Interests. The Borrower and each other Each Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit holders of the LendersObligations, 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 the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower and each other Credit Loan Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Administrative Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with customary opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Administrative Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Administrative Agent.

Equity Interests. The Borrower and Except with respect to Excluded Property, each other Credit Loan Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests directly owned by such Loan Party in each of each its Domestic Subsidiary Subsidiaries (other than a any CFC Holding Company) Holdco), and (ii) sixty-five six percent (6566%) (or such greater percentage that that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such CFC Holdco’s United States parent parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ), in the case of each Foreign Subsidiary or CFC Holding Company that is case, directly owned by any Credit such Loan Party or any Domestic Subsidiary in each of its Foreign Subsidiaries and each of its CFC Holdcos, in each case, to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to the terms and conditions of the Collateral Documents, together with with, to the extent requested by the Administrative Agent, opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Administrative Agent.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (ia) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Companyany Excluded Domestic Subsidiaries) and (iib) sixty-five percent (65%) % (or such greater percentage that that, due to a change in an applicable Law after the date hereof, (A1) could not reasonably be expected to cause at any time the undistributed earnings of such Excluded Domestic Subsidiary or Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B2) could not at any time reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Excluded Domestic Subsidiary or Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit a Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Lendersholders of the Obligations, 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 the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Administrative Agent.

Equity Interests. The Borrower and each other Credit Party shall cause cause: (i) one hundred percent (100100.0%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than including, without limitation, each Domestic Subsidiary resulting from the division or allocation of any limited liability company that is not a CFC Holding Company) and Regulated Subsidiary); and (ii) sixty-five percent (6565.0%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary Subsidiary, as determined for United States federal income tax purposes purposes, to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956–2(c)(2)) ), and one hundred percent (100100.0%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956–2(c)(2)) in the case ), of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary Subsidiary; to be subject subject, at all times times, to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date or the Fifth Amendment Effective Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Each Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding anything in this clause (a), the Credit Parties shall not be required to comply with the requirements of this clause (a) if the Collateral Agent, in its reasonable discretion after consultation with the Borrowers, determines that the cost or other negative consequence to the Credit Parties of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.

Equity Interests. The Parent JV Guarantor shall cause one hundred percent (100%) of the issued and outstanding Equity Interests in the Borrower, and, except for any preferred interests in any REIT-Qualified Subsidiaries that are not held or owned by a Loan Party, the Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of in each Domestic Subsidiary (other than a CFC Holding Company) that owns or holds, directly or indirectly, any interest in any Collateral Property and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary that owns or CFC Holding Company that is holds, directly owned by or indirectly, any Credit Party or interest in any Domestic Subsidiary Collateral Property to be subject at all times to a first priority lien Lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the LendersLenders and the Lender Hedge Providers, pursuant to the terms and conditions of the Collateral Security Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower and each other Credit Party shall cause (i) one hundred percent To secure the Norwegian Notes Obligations, cause 100% of the issued and outstanding Equity Interests of each direct Subsidiary owned by a Note Party and (ii) to secure the US Notes Obligations, cause (x) 100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC any Foreign Subsidiary Holding Company) directly owned by Parent, US Issuer or any other US Notes Guarantor and (iiy) sixty-five percent (65%) % (or such greater percentage that that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC and each Foreign Subsidiary Holding Company that is Company, in each case, directly owned by any Credit Party Parent, US Issuer or any Domestic Subsidiary 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 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Agent, for the benefit of the LendersPurchasers, 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 or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral AgentAgent and the Required Purchasers.

Equity Interests. The Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with customary opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding CompanyExcluded Property) and (ii) sixty-five percent (65%) 66% (or such greater percentage that that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary 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)(21.956(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is (other than Excluded Property (other than, for the avoidance of doubt, Excluded Property described under clause (a) of the definition of “Excluded Property”)) directly owned by any Credit Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Agent, for the benefit of the Lenders, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together and, in connection with opinions of counsel the foregoing, deliver to the Administrative Agent and the other Lenders such other documentation as the Administrative Agent or the Required Lenders may request including, any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Collateral Agentrequesting Administrative Agent or Required Lenders (as applicable).

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) owned by any Domestic Loan Party and (ii) sixty-five percent (65%) % (or such greater percentage that 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 first-tier Material Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each first-tier Material Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Domestic Loan Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Agent, for the benefit of the Lenders, Administrative Agent pursuant to the terms and conditions of the Collateral Documents, together and, in connection with opinions of counsel and the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Collateral Administrative Agent; provided, that, notwithstanding anything to the contrary in the foregoing, the Equity Interests of any Domestic Subsidiary owned by an Foreign Subsidiary shall not be required to be subject to a Lien in favor of the Administrative Agent.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) % (or such greater percentage that that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is and each Excluded Domestic Subsidiary directly owned by any Credit Party or any Domestic Subsidiary Loan Party, in each case to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Lendersholders of the Obligations, to secure the Obligations pursuant to the terms and conditions of Collateral Documents (subject to Permitted Liens), and, in connection with the Collateral Documentsforegoing, together with opinions of counsel and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests thereinsuch Liens, Organization Documents, resolutions and opinions of counsel all in form form, content and substance scope reasonably satisfactory to the Collateral Administrative Agent.

Equity Interests. The Borrower and each other Credit Party shall cause Cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Excluded Subsidiary) directly owned by a CFC Holding Company) Loan Party and (ii) sixty-five percent (65%) % (or such greater percentage that that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed any earnings of such Foreign Excluded Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Excluded 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. Treasury Regulations Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Treasury Regulations Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is Excluded Subsidiary, in each case, directly owned by any Credit Party or any Domestic Subsidiary a Loan Party, in each case, to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral AgentRequired Lenders (it being understood and agreed that no agreement or filing governed by the laws of any jurisdiction other than New York state shall be required in connection with the pledge of any Equity Interests of an Immaterial Foreign Subsidiary (other than any Danish Loan Party)).

Equity Interests. The Borrower and each other Credit Party shall cause (i) one hundred percent (100%) of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) (or such greater percentage that (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1. Section 1.956956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is directly owned by any Credit Party or any Domestic Subsidiary to be subject at all times to a first priority lien (subject to any Permitted Lien) in favor of the Collateral Agent, for the benefit holders of the LendersObligations, 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 the extent not delivered on the Closing Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Collateral Agent.

Equity Interests. The Borrower and each other Credit Party shall Subject to clause (c) of this Section 7.13, cause (i) one hundred percent (100%) % of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than a CFC Holding Company) and (ii) sixty-five percent (65%) % (or such greater percentage that that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) % of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary or CFC Holding Company that is (other than Piper 1) directly owned by any Credit Loan Party or any and each Excluded Domestic Subsidiary directly owned by any Loan Party, in each case to be subject at all times to a first priority lien (subject to any Permitted Lien) priority, perfected Lien in favor of the Collateral Administrative Agent, for the benefit of the Lendersholders of the Obligations, to secure the Obligations pursuant to the terms and conditions of Collateral Documents (subject to Permitted Liens), and, in connection with the Collateral Documentsforegoing, together with opinions of counsel and deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries or other items reasonably requested by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date) to perfect the security interests thereinsuch Liens, Organization Documents, resolutions and opinions of counsel all in form form, content and substance scope reasonably satisfactory to the Collateral Administrative Agent.