Equity Interests. The Equity Interests constitute one hundred percent (100%) of the total issued and outstanding membership interests or other equity interests in Mayzure. RUL has legal, beneficial and record title to all of the Equity Interests free and clear of any Encumbrances other than Mayzure’s Organizational Documents and, except for this Agreement and any debt instruments that will be released at Closing, there are no Contracts or commitments that could require RUL to sell, transfer or otherwise dispose of the Equity Interests, other than this Agreement, or issue any other membership interests in Mayzure. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Equity Interests. Immediately upon consummation of the Contemplated Transactions, Buyer will own all of the Equity Interests free and clear of all Encumbrances, other than Mayzure’s Organizational Documents or any Encumbrances created by, through or under Buyer or its Affiliates, or any restrictions on transfer that may be imposed by federal or state securities laws.

Equity Interests. The Borrower and each other Credit Party shall cause:

Equity Interests. The authorized and outstanding Equity Interests of each Credit Party, and each legal and beneficial holder thereof as of the Closing Date (other than with respect to GLDD), are as set forth on [Schedule 5.24(a)] hereto. All of the Equity Interests of each Credit Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on [Schedule 5.24(b)], there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Credit Party or any of the shareholders of any Credit Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Credit Parties. Except as set forth on [Schedule 5.24(c)], Credit Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. The Borrower and each other Credit Party shall cause:

Equity Interests. Cause 100% of the issued and outstanding Equity Interests of each Subsidiary directly owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Lenders, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel if requested by the Required Lenders, and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance satisfactory to the Required Lenders; provided

Cause 100% of the issued and outstanding Equity Interests of each Material Domestic Subsidiary (other than any Excluded Property or any Excluded Subsidiary) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the Collateral Documents (subject to Permitted Liens), and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request including, any filings and deliveries to perfect such Liens, Organization Documents and resolutions all in form, content and scope reasonably satisfactory to the Administrative Agent;

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party, and each legal and beneficial holder thereof as of the Closing Date, are as set forth on [Schedule 5.23] hereto. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state Laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on [Schedule 5.23(b)], there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Loan Parties. Except as set forth on [Schedule 5.23(c)], Loan Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares.

Equity Interests. Each Credit Party will cause 100% of the Equity Interests in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary or is a shell holding company pending consummation of a Permitted Acquisition) and 65% (to the extent the pledge of a greater percentage would be unlawful or would cause any materially adverse tax consequences to any Borrower or any Guarantor) of the voting Equity Interests and 100% of the non-voting Equity Interests of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Credit 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 Security Documents or such other security documents as the Administrative Agent shall reasonably request; provided, however, that with respect to any Subsidiary, other than a Material Domestic Subsidiary, the Credit Parties shall have a period of thirty (30) days from the date of creation or acquisition of such Subsidiary to comply with the provisions of this [Section 5.12(a)].

Equity Interests; Perpetual Preferred Equity Interests. No Obligor shall issue any Equity Interests which # may be classified in whole or part as Debt under GAAP, # require mandatory distributions (other than dividends or distributions of additional Equity Interests of such type not prohibited under [Section 10.2.3], distributions of Available Cash not prohibited under [Section 10.2.3] or distributions of cash not prohibited under [Section 10.2.3]) or mandatory redemption prior to 91 days after the Termination Date, or # provide for a scheduled distribution above generally prevailing market rates at the time of issuance (other than distributions of Available Cash or distributions of cash not prohibited under [Section 10.2.3]). No Restricted Subsidiary of the Company will issue any additional Equity Interests, except a direct Restricted Subsidiary of an Obligor may issue additional Equity Interests to such Obligor, another Restricted Subsidiary or to the Company so long as such Restricted Subsidiary issuing additional Equity Interests is a Wholly-Owned Restricted Subsidiary of the Company after giving effect thereto. In no event shall the Company or any Restricted Subsidiary issue Perpetual Preferred Equity Interest unless the Payment Conditions are satisfied at the time of such issuance.

Subsidiaries; Equity Interests. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part # of [Schedule 5.13], and all of the outstanding Equity Interests in such Material Subsidiaries have been validly issued, are fully paid and nonassessable and are owned directly or indirectly by the Borrower (other than directors’ qualifying shares required by law) in the amounts specified on Part # of [Schedule 5.13] free and clear of all Liens. As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part # of [Schedule 5.13].