Common use of Equity Interests Clause in Contracts

Equity Interests. Subject to Section 7.21, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens), perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

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

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has assets representing more than 5% of consolidated total assets of the Borrower and its Subsidiaries and (ii) the Administrative Agent or the Required Lenders have so requested such pledge agreements and opinions in writing.

Equity Interests. Subject to Section 7.21, cause Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (iib) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party or any Domestic Subsidiary to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, it is understood and agreed that (x) the Loan Parties shall have thirty (30) days from the delivery of the certificate required by Section 7.02(i) to comply with the terms of this Section 7.14(a) with respect to any Subsidiary that is not a Material Subsidiary, and that an opinion of counsel will not be required to be delivered pursuant to the terms hereof with respect to any Subsidiary that is not a Material Subsidiary formed or acquired after the Closing Date and (y) local counsel legal opinions will not be required with respect to the pledge of stock of Foreign Subsidiaries.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyCompany or any Bank Subsidiary) directly owned by a Loan Party and (ii) 6566% (or such greater percentage that, in the good faith judgment of the Borrower, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, Company directly owned by a Loan Party, in each case, Party to be subject at all times (or, with respect to Equity Interests in a Subsidiary acquired or formed after the Closing Date, within fifteen (15) days (in the case of a Domestic Subsidiary) or thirty (30) days (in the case of a Foreign Subsidiary) after such acquisition or formation or, in each case, by such later date as the Administrative Agent shall have agreed in its sole discretion) to a first priority (subject to Permitted Liens)priority, perfected Lien (subject only to Liens arising by operation of Law) in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyExcluded Property) directly owned by a Loan Party and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(21.956(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company(other than Excluded Property (other than, in each casefor the avoidance of doubt, Excluded Property described under clause (a) of the definition of “Excluded Property”)) directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent and, in connection with the entering into of a Collateral Document in connection with any foregoing, deliver to the Administrative Agent and the other Lenders such pledge) and other documentation as the Administrative Agent or the Required Lenders may request including, any filings and deliveries necessary in connection therewith to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the requesting Administrative AgentAgent or Required Lenders (as applicable).

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a and each UK Loan Party and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, (other than the UK Loan Parties) directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that no Loan Party shall be required to pledge or otherwise grant a security interest or Lien in Equity Interests of any non-wholly owned Subsidiary directly owned by such Loan Party to the extent that the Organization Documents of such Subsidiary or any applicable agreement among owners of such Equity Interests prohibit such Loan Party from doing so.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of (A) each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (other than any CFC Holdco) and (B) each Eligible Foreign Subsidiary Holding Company) that has become a Guarantor, in each case, directly owned by a Loan Credit Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s CFC Holdco’s, as applicable, United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each Foreign Subsidiary Holding CompanyCFC Holdco, in each case, directly owned by a Loan Credit Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if to the extent reasonably requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledgeRequired Purchasers) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject Except to Section 7.21the extent constituting Excluded Property, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Companya FSHCO) directly owned by a any Loan Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, FSHCO directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent and, in connection with the entering into of a Collateral Document in connection with any foregoing, deliver to the Administrative Agent such pledge) and other documentation as the Administrative Agent may request including, any filings and deliveries necessary in connection therewith to perfect the security interests therein, such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent; provided, that the Loan Parties shall not be required to deliver stock certificates and stock powers with respect to pledges of Equity Interests of any Foreign Subsidiary that does not have assets with a book value in excess of $5,000,000. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless (i) such Foreign Subsidiary (together with its Subsidiaries on a subconsolidated basis) has revenues representing more than 20% of the consolidated revenues of the Borrower and its Restricted Subsidiaries and (ii) the Administrative Agent has so requested such pledge agreements and opinions in writing.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of (A) each Domestic Subsidiary (including, without limitation, each Subsidiary that is a Delaware Divided LLC) (other than any CFC Holdco) and (B) each Eligible Foreign Subsidiary Holding Company) that has become a Guarantor, in each case, directly owned by a Loan Credit Party and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company CFC Holdco as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s CFC Holdco’s, as applicable, United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Eligible Foreign Subsidiary that has become a Guarantor) and each Foreign Subsidiary Holding CompanyCFC Holdco, in each case, directly owned by a Loan Credit Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if to the extent reasonably requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledgeRequired Purchasers) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.. (b)

Equity Interests. Subject to Section 7.21, Each Credit Party will cause (i) 100% of the issued and outstanding Equity Interests in each of each its direct or indirect Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) directly owned by a Loan Party Subsidiaries and (ii) 65% (or or, after any applicable Change in Law, such greater higher percentage that, due to a change that would not result in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequencesconsequences for such new Guarantor) of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding non-voting Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956its first-2(c)(2)) in each tier Foreign Subsidiary and each Foreign Subsidiary Holding CompanySubsidiaries, in each case, directly case to the extent owned by a Loan such Credit Party, in each case, to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for Agent to the benefit of the Secured Parties, extent required pursuant to the terms and conditions of the Collateral Security Documents; provided, together with opinions however, that to the extent any Domestic Subsidiary is subject to the terms of counsel any Acquired Indebtedness and such Acquired Indebtedness prohibits such Domestic Subsidiary from becoming a party to the Pledge Agreement (provided that such terms were not incurred in connection with, or in anticipation of, such acquisition), then such Domestic Subsidiary shall not be required to become a party to the Pledge Agreement until such time as such Domestic Subsidiary is no longer subject to the terms of such Acquired Indebtedness; provided, further, that if requested pursuant to a Permitted Restructuring any of the Equity Interests of a first-tier Foreign Subsidiary becomes owned by another Foreign Subsidiary, the Administrative Agent shall promptly release any Liens on the Equity Interests of the former first-tier Foreign Subsidiary. Notwithstanding the foregoing, no Credit Party shall be required to pledge or otherwise subject to a security interest (a) more than 65% of the voting Equity Interests in connection with any Domestic Subsidiary that is disregarded as separate from such Credit Party for U.S. federal income tax purposes if such Domestic Subsidiary owns (directly or indirectly through one or more other Domestic Subsidiaries that are disregarded as separate from such Credit Party for U.S. federal income tax purposes) more than 65% of the entering into voting Equity Interests in any Foreign Subsidiary and (b) Investments in the form of a Collateral Document Equity Interests in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agentjoint ventures formed or created under Section 6.5(h).

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any a Foreign Holding Company or Disregarded Entity that owns an interest in a CFC or CFC Debt) and each Foreign Subsidiary Holding Company) that is a Disregarded Entity and that does not own an interest in a CFC or CFC Debt, in each case directly owned by a any Loan Party and Party, (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, in the Borrower’s good faith determination, such greater percentage, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and Foreign Holding Company, in each case other than a Disregarded Entity, (iii) 65% of the issued and outstanding Equity Interests in each Disregarded Entity that owns an interest in a CFC or CFC Debt, and (iv) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, Company directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the State of New York, the United States or a political subdivision thereof.

Equity Interests. Subject to Section 7.21Within thirty (30) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 formation of any Subsidiary, cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding CompanyExcluded Domestic Subsidiaries) directly owned by a Loan Party and (iib) 65% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause at any time the undistributed earnings of such Excluded Domestic Subsidiary or Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B2) could not at any time reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Excluded Domestic Subsidiary or Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative applicable Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative applicable Agent.

Equity Interests. Subject to Section 7.21, The Borrower will cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than the Equity Interests of (1) the Subsidiaries specifically described on Schedule 6.13(a)(1), in each case, solely for so long as any Foreign Subsidiary Holding CompanyLien on such Equity Interests existing on the Closing Date remains in effect and to the extent the documents granting such Lien prohibit any other Lien on such Equity Interests; provided that in the event of the termination or release of any such Lien or prohibition, the applicable Loan Party promptly shall cause such Equity Interests to be subject to a security interest in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms of the Pledge Agreement, and (2) directly the Subsidiaries specifically described on Schedule 6.13(a)(2)) owned by a the Borrower or any other Loan Party and (iib) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by a Loan Party, in each case, Party to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Secured Partiesholders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

Equity Interests. Subject to Section 7.21Within forty-five (45) days (or such later date as the Administrative Agent may agree in its sole discretion) after any Person becomes a Subsidiary of any Loan Party, cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than of any Foreign Subsidiary Holding Company) directly owned by a Loan Party and (ii) 6566% (or such greater percentage that, due to a change Change in an applicable Law after the Closing Date, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote in each Subsidiary of a Loan Party that is (within the meaning of Treas. Reg. x) a “controlled foreign corporation” under Section 1.956-2(c)(2)) and 100% 957 of the issued and outstanding Internal Revenue Code (each, a “First-Tier Foreign Subsidiary”) or (y) a disregarded CHAR1\1533762v5 entity substantially all of the assets of which consist (directly or indirectly through one or more other disregarded entities) of Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, directly owned by one or more Subsidiaries of a Loan Party, in each case, Party that are “controlled foreign corporations” under Section 957 of the Internal Revenue Code to be subject at all times to a first priority (subject to Permitted Liens)priority, perfected Lien in favor of the Administrative Agent, for Agent to secure the benefit of the Secured Parties, Obligations pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent and, in connection with the entering into of a Collateral Document in connection with any foregoing, deliver to the Administrative Agent such pledge) and other customary documentation as the Administrative Agent may reasonably request including, any filings and deliveries necessary in connection therewith to perfect the security interests therein, such Liens and customary opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, none of the outstanding Equity Interests of (1) any Foreign Subsidiary that is not a First-Tier Foreign Subsidiary or (2) any Domestic Subsidiary of a Foreign Subsidiary that is a “controlled foreign corporation” (owned either directly or indirectly through one or more entities that are disregarded entities or partnerships for U.S. federal income tax purposes) shall be subject to this Section 7.13(a) or otherwise constitute Collateral.

Equity Interests. Subject to Section 7.21, cause Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Foreign Subsidiary Holding Company) which are directly owned by a any Loan Party and (ii) 6566% (or such greater percentage that, due to a change in an applicable Law after the Closing Datedate hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such Foreign Subsidiary Holding Company as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such Foreign Subsidiary Holding Company’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Foreign Subsidiary Holding Company, in each case, which are directly owned by a any Loan Party, in each case, Party to be subject at all times to a first priority priority, perfected (subject to Permitted Liens)any requirements of perfection under foreign law, perfected in the case of Foreign Subsidiaries) Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, Agent pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel (if requested by the Administrative Agent in connection with the entering into of a Collateral Document in connection with any such pledge) and any filings and deliveries determined by the Administrative Agent to be reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the forgoing, with respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall not be required to deliver pledge agreements governed by the Laws of the jurisdiction of organization of the applicable Foreign Subsidiaries (and related opinions of foreign counsel) unless the Administrative Agent has so requested such pledge agreements and opinions in writing.