“FSHCO” has the meaning set forth in the definition of “Excluded Subsidiary”.

no Foreign Subsidiary or FSHCO shall guarantee or support any Secured Obligation of any Loan Party;

“FSHCO” means any Subsidiary substantially all of the assets of which constitute the Equity Interests of CFCs.

Equity Interests in excess of 65% of the voting capital stock of # any Controlled Foreign Subsidiary or # any FSHCO.

any domestic Subsidiary # that is a FSHCO or # that is a Subsidiary of a Foreign Subsidiary that is a CFC,

1 Medpace Holding Company, Inc. is a FSHCO (as defined in the Credit Agreement) and therefore is not a Subsidiary Guarantor.

Upon the formation or acquisition of any new Subsidiaries by any Loan Party (provided that each of # any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary and # any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary (including a Controlled Foreign Subsidiary ceasing to be a Controlled Foreign Subsidiary or a FSHCO ceasing to be a FSHCO) shall be deemed to constitute the acquisition of a Restricted 83894470_5

“Excluded Subsidiary” means # any CFC, FSHCO or a Subsidiary that is held directly or indirectly by a CFC or FSHCO, # any Restricted Subsidiary acquired after the Closing Date for which providing a guarantee is contractually prohibited on the date of such Restricted Subsidiary’s acquisition (other than by reason of any prohibition entered into in contemplation of such acquisition), # any Restricted Subsidiary for which the Administrative Agent and the Borrowers reasonably agree that the cost, burden, difficulty or consequence of providing a guarantee outweighs, or is excessive in light of, the benefits afforded thereby, # any non-Wholly-Owned Subsidiary, # any Immaterial Subsidiary, # any Unrestricted Subsidiary, # any Subsidiary that is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia, # any Subsidiary that is prohibited by applicable law, rule or regulation existing on the ClosingRestatement Date or, if later, the date such Subsidiary first becomes a Restricted Subsidiary, from guaranteeing the Obligations or which would require any governmental or regulatory consent, approval, license or authorization to do so, unless such consent, approval, license or authorization has been obtained and # any not-for profit Subsidiaries, captive insurance companies or other special purpose subsidiaries.

“Excluded Property” means # any fee-owned real property owned by any Loan Party that is not Material Real Property; # any leased real property (with no obligation to obtain landlord waivers, estoppels or collateral access letters); # motor vehicles, airplanes and other assets subject to a certificate of title law and letter of credit rights, # Margin Stock, including, without limitation, any Company Stock, and pledges and security interests prohibited by applicable law, rule or regulation or agreements with any Governmental Authority or which would require governmental (including regulatory) consent, approval, license or authorization to provide such security interest (with no requirement to obtain the consent of any Governmental Authority or third party), # any property securing purchase money indebtedness or Capitalized Lease Obligations if the granting of a Lien to any third party is prohibited by the agreement(s) setting forth the terms and conditions applicable to such Indebtedness but only if such Indebtedness and the Liens securing the same are permitted by [[Sections 8.07(b) and 8.8(d)])]])] of this Agreement, provided that if and when the prohibition which prevents the granting of a Lien in any such Property is removed, terminated or otherwise becomes unenforceable as a matter of law (including, without limitation, the termination of any such security interest resulting from the satisfaction of the Indebtedness secured thereby), and notwithstanding any previous release of Lien provided by the Administrative Agent requested in connection with respect to any such Indebtedness, the Excluded Property will no longer include such Property and the Administrative Agent will be deemed to have, and at all times to have had, a security interest in such property and the Collateral will be deemed to include, and at all times to have included, such Property without further action or notice by any Person; # any permit or license issued to any Loan Party as the permit holder or licensee thereof or any lease to which any Loan Party is lessee thereof, or any agreement or any property subject to such agreements in each case, only to the extent and for so long as the terms of such permit, license, or lease effectively (after giving effect to [[Sections 9-406 through 9-409]9]9]]9], inclusive, of the Uniform Commercial Code in the applicable state (or any successor provision or provisions) or any other applicable law) prohibit the creation by such Loan Party of a security interest in such permit, license, or lease in favor of the Administrative Agent or would result in an effective invalidation, termination or breach of the terms of any such permit, license or lease (after giving effect to [[Sections 9-406 through 9-409]9]9]]9], inclusive, of the Uniform Commercial Code in the applicable state (or any successor provision or provisions) or any other applicable law), in each case unless and until any required consents are obtained, provided that the Excluded Property will not include, and the Collateral shall include and the security interest granted in the Collateral shall attach to, # all proceeds, substitutions or replacements of any such excluded items referred to herein unless such proceeds, substitutions or replacements would constitute excluded items hereunder, # all rights to payment due or to become due under any such excluded items referred to herein, and # if and when the prohibition which prevents the granting of a security interest in any such Property is removed, terminated, or otherwise becomes unenforceable as a matter of law, the Administrative Agent will be deemed to have, and at all times to have had, a security interest in such property, and the Collateral will be deemed to include, and at all times to have included, such Property without further action or notice by any Person; # any property to the extent a security interest in such property would result in material adverse tax consequences or adverse regulatory consequences as determined by the Borrower, # equity interests of any Foreign Subsidiary or FSHCO; provided that Excluded Property shall not include, and the Collateral shall include, # non-voting equity interests of a Foreign Subsidiary or FSHCO owned by any Loan Party and # voting equity interests of a Foreign Subsidiary or FSHCO owned by any Loan Party representing not more than 65% of the total voting power of all outstanding voting equity interests of such Foreign Subsidiary or FSHCO, with equity interests of such Foreign Subsidiary or FSHCO constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) being treated as voting equity interests of such Foreign Subsidiary or FSHCO for purposes of this [clause (h)]; # Excluded Accounts; # equity interests in # any Person to the extent a pledge of such other Person is not permitted by applicable law, regulation or the terms of such Person’s organizational or joint venture documents, # any not-for-profit Subsidiary, # any captive insurance Subsidiary, # [reserved], # Unrestricted Subsidiary and # any Person which is acquired after the date hereof to the extent and for so long as such equity interests are pledged in respect of Acquired Indebtedness and such pledge constitutes a Lien that is permitted by this Agreement; # any “intent-to-use” trademark application filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or any registration that may issue therefrom under applicable federal law; # [reserved]; and # those assets of any Loan Party as to which the Administrative Agent and the Borrower reasonably determine that the cost of obtaining a security interest in or perfection thereof outweigh the value and the practical benefits of the security to be afforded thereby.

proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable Law notwithstanding such prohibition or restriction, # any assets to the extent pledges and security interests therein are prohibited or restricted by applicable Law whether on the Closing Date or thereafter (including any requirement to obtain the consent of any governmental authority or third party (other than a Loan Party)), # all commercial tort claims, # any deposit accounts, securities accounts or any similar accounts (including securities entitlements) (in each case, other than proceeds of Collateral) and any other accounts used solely as payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts) and any tax benefits accounts, escrow accounts, fiduciary or trust accounts and any funds and other property held in or maintained in any such accounts, # letter of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral may be accomplished by the filing of a Uniform Commercial Code financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement), # cash and Cash Equivalents (other than cash and Cash Equivalents to the extent constituting proceeds of Collateral), # any particular assets if the burden, cost or consequence of creating or perfecting such pledges or security interests in such assets is excessive in relation to the benefits to be obtained therefrom by the ​ under the Loan Documents as reasonably determined by the Lead Borrower in consultation with the Administrative Agent, # voting Equity Interests in any Foreign Subsidiary that is a CFC or any FSHCO, in each case, representing more than 65% of the voting power of all outstanding Equity Interests of such Foreign Subsidiary that is a CFC or FSHCO and # proceeds from any and all of the foregoing assets described in [clauses [(i) through (xvi) above]] to the extent such proceeds would otherwise be excluded pursuant to [clauses [(i) through (xvi) above]];