Common use of Equity Interests Clause in Contracts

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents (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, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end 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 Subsidiary that is directly owned by any Loan Party and is not a Domestic Subsidiary (other than any Foreign Subsidiary Holding Company Holdco) of such Domestic Loan Party and (iiB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and outstanding Equity Interests not entitled to vote (within the meaning y) of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary Holdco directly owned by any such Domestic Loan Party and Party, in each Foreign Subsidiary Holding Company directly owned by any Loan Party 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 (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests thereintherein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (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; providedand (iv) Notwithstanding anything to the contrary herein, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof Target Foreign Subsidiary shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries to provide a pledge of any Loan Party whose its Equity Interests have not been pledged until three months (or such longer period as Collateral pursuant to a foreign law stock pledge agreementthe Administrative Agent, in its sole discretion, shall determine) either (x) has Consolidated Total Assets (as of after 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterRestatement Effective Date.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided. Notwithstanding the forgoing, however, that, unless requested in writing by the Required Lenderswith respect to pledges of Equity Interests of Foreign Subsidiaries, the Loan Parties shall have no obligation not be required to execute and deliver any Collateral Documents pledge agreements governed by the Laws of any the jurisdiction other than of organization of the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws applicable Foreign Subsidiaries (and related opinions of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary foreign counsel) unless (i) such Immaterial Foreign Subsidiary (together with all other Immaterial its Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to on a foreign law stock pledge agreement) either (xsubconsolidated basis) 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 10assets representing more than 5% of the Consolidated Total Assets consolidated total assets of the Borrower and its Subsidiaries at and (ii) the end of Administrative Agent or the Required Lenders have so requested 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 Foreign Subsidiary (exclusive of intercompany revenues) pledge agreements and opinions in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterwriting.

Equity Interests. Cause (ia) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is (other than Equity Interests of any Unrestricted Subsidiary) directly owned by any a Loan Party and is not (other than a Foreign Subsidiary Holding Company Designated Borrower) and (iib) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than an Unrestricted Subsidiary) directly owned by any a Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents (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)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, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties Agent (it being understood that this Section 7.14(a) shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either (x) has Consolidated Total Assets (as with respect to any certificated Equity Interests 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 any Foreign Subsidiary owned by a Domestic Subsidiary, only require delivery of such fiscal quarter certificated Equity Interests in accordance with Section 7.17 or within thirty (y30) for days after the period formation or acquisition, directly or indirectly, of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable to such Foreign Subsidiary (exclusive with the designation of intercompany revenuesan Unrestricted Subsidiary as a Restricted Subsidiary being deemed to be an acquisition of a Subsidiary for purposes of this Section 7.14) in excess of 10% and (y) only require perfection of the consolidated revenues Administrative Agent’s security interest under the Law of the Borrower jurisdiction of organization of a Foreign Subsidiary (i) within ninety (90) days (or such longer period as the Administrative Agent permits in its sole discretion) of the request of the Administrative Agent (which request shall be deemed made on the Closing Date with respect to Foreign Subsidiaries subject to the following clause (ii) on the Closing Date) and its Subsidiaries at (ii) if the end Equity Interests of such fiscal quarterForeign Subsidiary are uncertificated and such Foreign Subsidiary is a Restricted Subsidiary of the Parent with assets that have an aggregate net book value of more than $25,000,000).

Equity Interests. Cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary that is (other than a FSHCO) directly owned by any a Loan Party and is not a Foreign Subsidiary Holding Company Party, and (ii) sixty five percent (65% %) (or such greater percentage that, due to a change in an applicable Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary or such FSHCO as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s or such FSHCO’s United States parent, and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each Foreign Subsidiary and each FSHCO, in each case, directly owned by any a Loan Party and Party, in each Foreign Subsidiary Holding Company directly owned by any Loan Party 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 the Secured Parties, pursuant to the terms and conditions of the Collateral Documents (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)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, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that, unless requested in writing by Lender (it being understood that this Section 6.14(a) shall only require perfection of the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by Lender’s security interest under the Laws of any the jurisdiction other than the United States or of organization of a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries including the execution and delivery of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock local law-governed pledge agreementagreements) either (x) has Consolidated Total Assets within ninety (90) days (or such longer period as the Lender permits in its sole discretion) of the last day request 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 Lender, 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 if such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarteris a Material Foreign Subsidiary).

Equity Interests. Cause 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 any such Equity Interests that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company constitutes Excluded Property) and (ii) sixty-five percent (65% %) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in the case of each Foreign Subsidiary (other than an Unrestricted Subsidiary) that is directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Credit Party to be subject at all times to a first priority, perfected Lien priority lien (subject to any Permitted Lien) in favor of the Administrative Agent Collateral Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents (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)Documents, together with opinions of counsel and any filings and deliveries or other items reasonably requested in writing by the Collateral Agent necessary in connection therewith (to the extent not delivered on the Closing Date or the First Amendment Effective Date) to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; provided, however, that, unless requested in writing provided that (i) the pledge of the outstanding Equity Interests of any FSHCO or Foreign Subsidiary that is a CFC directly owned by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States Borrower or a political subdivision thereof; provided, further, Domestic Subsidiary that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or is a political subdivision thereof Credit Party shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant limited to a foreign law stock pledge agreement) either (x) has Consolidated Total Assets no more than sixty-five percent (as 65%) of the last day total combined voting power for all classes of the fiscal quarter voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC and (y) one hundred percent (100%) of the non-voting Equity Interests of such FSHCO or Foreign Subsidiary that is a CFC, and (ii) security interests shall not be required with respect to any assets thereof to the extent that such security interests would result in a material adverse tax consequence to the Borrower most recently ended for which financial statements are available) in excess of 10% of the Consolidated Total Assets of or its Restricted Subsidiaries, as reasonably determined by the Borrower and its Subsidiaries at notified in writing to 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterAdministrative Agent.

Equity Interests. (i) Cause (iA) 100% of the issued and outstanding Equity Interests owned of each Domestic Subsidiary that is directly owned record by any Loan Party and is not a Foreign Subsidiary Holding Company the Borrower with respect to Pebblebrook Hotel Lessee and (iiB) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled owned of record by the Borrower, any other Loan Party or DC Hotel Trust with respect to vote each Domestic Subsidiary (within whether direct or indirect) of the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by Borrower, any Loan Party and each Foreign or DC Hotel Trust that owns or holds any interest in a Borrowing Base Property (other than any Subsidiary Holding Company directly owned by any Loan Party TRS) to be subject at all times to a first first-priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, and (ii) cause 65% of the issued and outstanding Equity Interests owned of record by the Borrower, any other Loan Party or DC Hotel Trust with respect to each 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-priority, perfected Lien in favor of the Administrative agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative agent shall reasonably request, which such Lien shall, upon satisfaction of any filing or delivery requirements set forth in the Collateral Documents, be perfected; provided, that, in no event shall that the requirement pursuant to clause (ii) for the pledge of not more than 65% of such issued and outstanding the Equity Interests entitled to vote in each such First-Tier Foreign Subsidiary directly owned by that owns or holds any Loan Party or interest in a Borrowing Base Property (other than any Subsidiary TRS) is intended to avoid treatment of the undistributed earnings of a Foreign Subsidiary Holding Company directly owned by as a deemed dividend to its United States parent for United States federal income tax purposes and each of the Parent REIT, Borrower or any Loan Party Subsidiary shall pledge or cause to be pledged any greater percentage of its interest in a Foreign Subsidiary that (whether pursuant to existing Applicable Law or as the aggregate result of changes to, or clarifications of, existing Applicable Law after the date hereof) (x) would not reasonably be subject expected to cause the undistributed earnings of such Lien), together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith Foreign Subsidiary to perfect the security interests therein, all in form and substance reasonably satisfactory be treated as a deemed dividend to the Administrative Agent; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; providedparent of such Foreign Subsidiary, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the as determined for United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) 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 federal income tax purposes, 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 would not otherwise reasonably be expected to result in material adverse tax consequences to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and or its Subsidiaries at the end of such fiscal quarterUnited States parent.

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 is not a Domestic Subsidiary (other than any Foreign Subsidiary Holding Company Holdco) of such Domestic Loan Party and (iiB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and outstanding Equity Interests not entitled to vote (within the meaning y) of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary Holdco directly owned by any such Domestic Loan Party and Party, in each Foreign Subsidiary Holding Company directly owned by any Loan Party 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 Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection #95484613v795537764v17 therewith to perfect the security interests therein (providedother than any actions required by the laws of any foreign jurisdiction), thatall in form and substance reasonably satisfactory to the Administrative Agent; (ii) Subject to the Guaranty and Security Principles, in no event shall more than 65to secure the Foreign Obligations, to the maximum extent permitted by applicable Law, cause 100% of such the issued and outstanding Equity Interests entitled of each U.S. Subsidiary of the Parent and the other Loan Parties 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 at all times to such Lien)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 thereintherein (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; providedand (iv) Notwithstanding anything to the contrary herein, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof Target Foreign Subsidiary shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries to provide a pledge of any Loan Party whose its Equity Interests have not been pledged until three months (or such longer period as Collateral pursuant to a foreign law stock pledge agreementthe Administrative Agent, in its sole discretion, shall determine) either (x) has Consolidated Total Assets (as of after 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterRestatement Effective Date.

Equity Interests. Cause The Company and each other Credit Party shall cause (i) one hundred percent (100% %) of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 65% sixty-six percent (66%) of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956each First-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Tier Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan 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 the Lenders, pursuant to the terms and conditions of the Collateral Documents (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)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, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; . Notwithstanding the foregoing provisions of this Section 6.12, (a) none of the Credit Parties shall be required to pledge the Equity Interests of any of its Regulated Subsidiaries until all necessary regulatory approvals for such pledge of Equity Interests have been received, which such regulatory approvals the Company shall use commercially reasonable efforts to diligently pursue (provided, however, thatthat 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, unless requested or to change the manner in writing by which the Required Lenders, Company and its Subsidiaries conduct business in any respect that the Loan management of the Company reasonably determines in good faith to be materially adverse or materially burdensome) and (b) none of the Credit Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary to pledge (together with all other Immaterial Subsidiaries that are first tier Foreign or cause to be pledged) the Equity Interests of the Subsidiaries of any Loan Party whose Equity Interests have not been pledged ITC^Deltacom until such time as Collateral pursuant to ITC^Deltacom becomes 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterGuarantor.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company and (ii) 6566% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any a Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party (other than a Designated Borrower) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; providedprovided that it is understood and agreed that (x) all pledges of Equity Interests with respect to Domestic Subsidiaries, howeverfirst-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, thatin each case, unless requested in writing be made pursuant to documents governed by New York law and perfected under the UCC by the Required Lendersfiling of UCC financing statements and possession of all certificates evidencing such pledged Equity Interests, the Loan Parties and (y) pledges of uncertificated Equity Interests of first-tier Foreign Subsidiaries that are Material Foreign Subsidiaries shall have no obligation be perfected pursuant to execute and deliver any Collateral Documents documents governed by the Laws law of any the foreign jurisdiction other than the United States or a political subdivision thereof; providedwhere such Foreign Subsidiary is organized, further, that no Collateral Documents which foreign law-governed documents shall be executed and delivered by the Laws 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 later date as the Administrative Agent agrees in its sole discretion), in the case of any jurisdiction other than the United States or pledge of Equity Interests in SVS, if SVS remains a political subdivision thereof shall be required for any Immaterial Subsidiary and is a Material Foreign Subsidiary unless as of such Immaterial 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 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 (together with all other Immaterial Subsidiaries 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 are first becomes such a first-tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to Subsidiary that is 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 Material Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of after the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterInitial Borrowing Date.

Equity Interests. Cause (i) 100% of the issued and outstanding Equity Interests of each 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 Loan Party and is not a Foreign Subsidiary Holding Company and 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 Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and Foreign Holding Company, in each case other than a Disregarded Entity, (iii) 65% of the issued and outstanding Equity Interests in each Disregarded Entity that owns an interest in a CFC or CFC Debt, and (iv) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that, unless requested in writing by the Required Lenders, 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; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end 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 Subsidiary that is directly owned by (other than any Foreign Holdco) of such Domestic Loan Party and is not a Foreign Subsidiary Holding Company and (iiB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning x) of Treas. Reg. Section 1.956-2(c)(2)each First Tier Foreign Subsidiary of such Domestic Loan Party and (y) 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 Holdco directly owned by any such Domestic Loan Party and Party, in each Foreign Subsidiary Holding Company directly owned by any Loan Party 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 (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests thereintherein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (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 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; providedand (iii) Subject to the Guaranty and Security Principles, howeverto secure the Foreign Obligations, thatto the maximum extent permitted by applicable Law, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) 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 10cause 100% of the Consolidated Total Assets issued and outstanding Equity Interests of each non-U.S. Subsidiary of the Borrower and its Subsidiaries Parent (other than any Immaterial Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the end of such fiscal quarter or Administrative Agent (y) for the period benefit of four consecutive fiscal quarters each holder of Foreign Obligations) pursuant to the terms and conditions of the Borrower most recently ended for which financial statements are availableCollateral Documents, has consolidated revenues attributable together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to such Foreign Subsidiary perfect the security interests therein (exclusive other than any actions required by the laws of intercompany revenues) any foreign jurisdiction), all in excess of 10% of form and substance reasonably satisfactory to the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterAdministrative Agent.

Equity Interests. (i) Cause (iA) 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary that is directly owned by any Loan Party and is (B) 66% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not a reasonably be expected to cause the undistributed earnings of 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 United States parent and (ii2) 65% could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First Tier Foreign Subsidiary directly owned (other than any SPV and any Excluded First Tier Foreign Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the Collateral Documents or such other additional security documents as the Administrative Agent shall reasonably request to secure the Obligations (including the Foreign Obligations); (ii) If requested by any Loan Party the Administrative Agent, cause 100% of the issued and outstanding Equity Interests of each Foreign Subsidiary Holding Company directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other additional security documents as the Administrative Agent shall reasonably request to secure the Foreign Obligations; and (provided, that, in no event shall more than 65% of such issued iii) In connection with the foregoing clauses (i) 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(ii), together deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarter.

Equity Interests. Cause (i) To secure the Obligations (including Foreign Obligations), the Domestic Loan Parties will cause: (A) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned (within 30 days, or such later time designated in writing by any Loan Party and is not a Foreign Subsidiary Holding Company the Administrative Agent) and (iiB) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Company or any Loan Party and each Foreign of its Domestic Subsidiary Holding Company directly owned (within 60 days, or such later time designated in writing by any Loan Party the Administrative Agent) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent; provided, however, that, unless requested in writing by and (ii) To secure the Required LendersForeign Obligations, the Loan Parties shall have no obligation will cause: (A) to execute the extent not pledged to the Administrative Agent pursuant to clause (a) above, all of the issued and deliver any Collateral Documents governed outstanding Equity Interests of each Foreign Subsidiary that is directly owned by the Laws Company or any of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign its Domestic Subsidiary unless such Immaterial Foreign Subsidiary and (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreementB) 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 10100% of the Consolidated Total Assets issued and outstanding Equity Interests in each Foreign Subsidiary that is not directly owned by the Company or any of its Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Borrower Administrative Agent pursuant to the terms and its Subsidiaries at the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters conditions of the Borrower most recently ended for which financial statements are availableCollateral Documents, has consolidated revenues attributable together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to such Foreign Subsidiary (exclusive of intercompany revenues) perfect the security interests therein, all in excess of 10% of form and substance reasonably satisfactory to the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterAdministrative Agent.

Equity Interests. Cause The Borrower and each other Credit Party shall cause (i) one hundred percent (100% %) (or, if less, the full amount owned by such Person) of the issued and outstanding Equity Interests of each Domestic Subsidiary that is directly owned by any Loan a Credit Party and is not a Foreign Subsidiary Holding Company and (ii) 65% sixty-six percent (66%) (or, if less, the full amount owned by such Person) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and one hundred percent (100% %) (or, if less, the full amount owned by such Person) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each First-Tier Foreign Subsidiary directly owned by any Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan 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 the Lenders, pursuant to the terms and conditions of the Collateral Documents (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)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, all in form and substance reasonably satisfactory to the Administrative Collateral Agent; . Notwithstanding the foregoing provisions of this Section 6.12, none of the Credit Parties shall be required to pledge the Equity Interests of any of its Regulated Subsidiaries until all necessary regulatory approvals for such pledge of Equity Interests have been received, which such regulatory approvals the Borrower shall use commercially reasonable efforts to diligently pursue (provided, however, that, unless requested in writing by the Required Lenders, the Loan Parties that such commercially reasonable efforts shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) either (x) has Consolidated Total Assets (as of the last day of the fiscal quarter of require the Borrower most recently ended for which financial statements are available) or any of its Subsidiaries to make any payments in excess of 10% normal fees and costs to or at the direction of Governmental Authorities, or to change the Consolidated Total Assets of manner in which the Borrower and its Subsidiaries at conduct business in any respect that the end of such fiscal quarter or (y) for the period of four consecutive fiscal quarters management of the Borrower most recently ended for which financial statements are available, has consolidated revenues attributable reasonably determines in good faith to such Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterbe materially adverse or materially burdensome).

Equity Interests. Cause Each Loan Party will, and will cause each of its Subsidiaries to, (i) cause 100% of the issued and outstanding Equity Interests in each of each its direct or indirect Domestic Subsidiaries (other than the Excluded Subsidiary and any Domestic Subsidiary that is directly owned by any Loan Party and is not a Foreign Subsidiary Holding Company Subsidiary) and (ii) 6566% of the issued and outstanding voting Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding non-voting Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956its first-2(c)(2)) tier Foreign Subsidiaries, in each Foreign Subsidiary directly case to the extent owned by any such Loan Party and each Foreign Subsidiary Holding Company directly owned by any Loan Party Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request, (providedii) to the extent not previously delivered, thatdeliver to the Administrative Agent certificates evidencing such Equity Interests (if such Equity Interests are a security or if such Subsidiary issues certificates with respect to its Equity Interests), which certificates shall (A) not contain any restriction or legend not acceptable to the Administrative Agent in no event shall more than 65% its discretion except as otherwise may be required by law, and (B) contain on the face of such issued certificate an English translation of the entire text on the face of such certificate; (iii) deliver to the Administrative Agent undated stock and outstanding similar powers executed in blank; (iv) if applicable, deliver to the Administrative Agent an English translation of all organizational and governance documents, which translation shall be certified as to accuracy in a manner acceptable to the Administrative Agent in its discretion; (v) waive all restrictions of the grant, maintenance, and enforcement of the pledge of all Equity Interests entitled included in collateral, including the right of the Administrative Agent or its assignee to vote in each Foreign Subsidiary directly owned exercise all rights of the applicable grantor with respect to such Equity Interests free and clear of all restrictions other than any such restrictions required by law and otherwise not waiveable; (vi) pay all taxes and other amounts assessed by any Loan Party or Foreign Subsidiary Holding Company directly owned by any Loan Party in the aggregate be subject Governmental Authority related to such Lien), together with pledge; (vii) deliver to the Administrative Agent such legal opinions prepared by local counsel relating to the matters described in this clause and clause (d) below and to all matters as the Administrative Agent may reasonably request; (viii) deliver to the Administrative Agent confirmations of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all pledge in form and substance reasonably satisfactory acceptable to the Administrative Agent; providedand (ix) take any and all other actions as the Administrative Agent may request, howeverincluding taking any and all actions necessary, that, unless required or requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the non-United States or a political subdivision thereof; providedjurisdiction, furtherto cause such pledge to be granted, that no Collateral Documents governed by perfected and first priority under the Laws laws of any jurisdiction other than the United States or a political subdivision thereof shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary all applicable jurisdictions (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries of any Loan Party whose Equity Interests have not been pledged as Collateral pursuant to a foreign law stock pledge agreement) 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 subject to such Foreign Subsidiary (exclusive of intercompany revenues) exceptions as may be acceptable to the Administrative Agent in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterdiscretion).

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 is not a Domestic Subsidiary (other than any Foreign Subsidiary Holding Company Holdco) of such Domestic Loan Party and (iiB) 65% of the issued and outstanding Equity Interests and CPECs entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued non-voting Equity Interests) (x) of each First Tier Foreign Subsidiary of such Domestic Loan Party and outstanding Equity Interests not entitled to vote (within the meaning y) of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary Holdco directly owned by any such Domestic Loan Party and Party, in each Foreign Subsidiary Holding Company directly owned by any Loan Party 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 (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)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests thereintherein (other than any actions required by the laws of any foreign jurisdiction), all in form and substance reasonably satisfactory to the Administrative Agent; (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; providedand (iv) Notwithstanding anything to the contrary herein, however, that, unless requested in writing by the Required Lenders, the Loan Parties shall have no obligation to execute and deliver any Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof; provided, further, that no Collateral Documents governed by the Laws of any jurisdiction other than the United States or a political subdivision thereof Target Foreign Subsidiary shall be required for any Immaterial Foreign Subsidiary unless such Immaterial Foreign Subsidiary (together with all other Immaterial Subsidiaries that are first tier Foreign Subsidiaries to provide a pledge of any Loan Party whose its Equity Interests have not been pledged until three months (or such longer period as Collateral pursuant to a foreign law stock pledge agreementthe Administrative Agent, in its sole discretion, shall determine) either (x) has Consolidated Total Assets (as of after 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 Foreign Subsidiary (exclusive of intercompany revenues) in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries at the end of such fiscal quarterRestatement Effective Date.