Common use of Pledge of Additional Stock and Evidence of Indebtedness Clause in Contracts

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower or any GuarantorCredit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 18,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b); received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 18,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of the Borrower or any Restricted Subsidiary that is owing to the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Restricted Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrowers (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrowers in consultation with the Administrative Agent, the Borrower Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 25,000,000 received by the Borrower Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 25,000,000 of the Borrower Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Collateral Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Collateral Agent, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 25,000,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) received by the Borrower or any of the Guarantors in connection with at the time of any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed by the Borrower or any Subsidiary after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 25,000,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the Borrower or any Subsidiary time such promissory note is executed that is owing to the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing, any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Restatement Effective Date evidencing Indebtedness in excess of $10,000,000 of the Borrower Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Credit Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed in writing by notice to the Borrowerwriting), the cost cost, burden or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so could result in a material adverse tax consequence as reasonably determined by the Borrower in consultation with the Administrative Agent, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $10,000,000 1,500,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of the Borrower or any Subsidiary 1,500,000 that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees terms of the applicable Security Documents; provided, however, that all Indebtedness in excess of $10,000,000 of no event shall Holdings be required to deliver the DTR Note to the Collateral Agent. Notwithstanding the foregoing, any promissory note among the Borrower or its Subsidiaries need not be delivered to the Collateral Agent pursuant to this Section 9.10 so long as (i) a global intercompany note, including any Subsidiary that Intercompany Note, superseding or supplementing such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is owing not delivered to any Credit Party shall be evidenced by one other party other than the Borrower or more its Subsidiaries, in each case, owed money thereunder, and (iii) such promissory notesnote indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 40 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4 received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) 10.4, and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 40 million and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, or to the extent that the security interest contemplated would result in adverse tax or accreditation consequences as reasonably determined by the Borrower, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 5,000,000 received by the Borrower Borrower, Xxxxxx, any other U.S. Institution Subsidiary, or any of the Guarantors Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes or loan agreements executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 5,000,000 of the Borrower Borrower, Xxxxxx, any other U.S. Institution Subsidiary, or any Subsidiary Guarantor that is owing to the Borrower Borrower, Xxxxxx, any other U.S. Institution Subsidiary (other than an Excluded Subsidiary), or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notesloan agreements.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to whichand the terms, provisions and conditions of the Intercreditor Agreement and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to whichand the terms, provisions and conditions of the intercreditor Agreement and other than (x) when in the reasonable judgment determination of the Administrative Agent Agent, the Required Lenders and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent and the Required Lenders, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 40 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4 received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) 10.4, and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 40 million and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 45,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b) received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 45,000,000 and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences to the Borrower or any Subsidiary or any direct or indirect parent entity as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 48,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b) received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 48,000,000 and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to whichand the terms, provisions and conditions of the Intercreditor Agreement and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower or Security Documents. Notwithstanding the foregoing any Subsidiary that promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is owing not delivered to any Credit Party shall be evidenced by one other party other than Holdings or more its Subsidiaries, in each case, owed money thereunder, and (iii) such promissory notesnote indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Lead Borrower (confirmed as agreed in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, (y) to the extent doing so would result in adverse tax consequences as reasonably determined by the Lead Borrower or (z) to the extent delivered and pledged to the Term Agent pursuant to the Term Documents and the ABL Intercreditor Agreement, the Borrowers will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with constitute a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Material Subsidiary) held directly by the any Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the any Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the any Borrower or any Subsidiary that is owing to the any Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the U.S. Obligations Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, or to the extent that the security interest contemplated would result in adverse tax or accreditation consequences as reasonably determined by the Parent Borrower, the Parent Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 4,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Restatement Effective Date in excess of $10,000,0008,000,000) held directly by the Parent Borrower or any U.S. Obligations Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 4,000,000 received by the Borrower Parent Borrower, Xxxxxx, any other U.S. Title IV Subsidiary, or any of the Guarantors U.S. Obligations Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 4,000,000 of the Borrower Parent Borrower, Xxxxxx, any other U.S. Title IV Subsidiary, or any Subsidiary U.S. Obligations Guarantor that is owing to the Borrower Parent Borrower, Xxxxxx, any other U.S. Title IV Subsidiary, or any U.S. Obligations Guarantor, in each case, to be delivered to the Collateral Agent as security for the U.S. Obligations under the U.S. Obligations Pledge Agreement. (b) The On and after the Foreign Obligations Effective Date and only so long as there are Loans outstanding to the Foreign Subsidiary Borrower or other Foreign Obligations outstanding, or the Foreign Subsidiary Borrower has the right to borrow under this Agreement, except as set forth in Section 10.1(w) and subject to any applicable limitations set forth in the Foreign Obligations Security Agreements or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Parent Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, each Borrower will cause (i) all certificates representing Stock and Stock Equivalents (other than any Excluded Stock and Stock Equivalents) of any Non-Domestic Subsidiary required to become a Foreign Obligations Guarantor pursuant to Section 9.11 held directly by the Parent Borrower, the Foreign Subsidiary Borrower, or any Foreign Obligations Guarantor, (ii) all evidences of Indebtedness in excess of $4,000,000 received by the Foreign Subsidiary Borrower or any Foreign Obligations Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the date hereof evidencing Indebtedness in excess of $4,000,000 of the Foreign Subsidiary Borrower or any Foreign Obligations Guarantor that is owing to the Foreign Subsidiary Borrower or any Foreign Obligations Guarantor, in each case, to be delivered to the Collateral Agent as security for the Foreign Obligations pursuant to the applicable Foreign Obligations Security Agreement. (c) Each Borrower agrees that all Indebtedness in excess of $10,000,000 4,000,000 of the any Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 30,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b) received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 20 million and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 4060 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4 received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) 10.4, and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 4060 million and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject Except as otherwise provided in Section 10.1(j) and subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and Equivalents, (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,00010,000,000 and (z) any Stock and Stock Equivalents issued by XXXX) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 5,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromSecured Parties therefrom (it being understood that prior to the First Lien Termination Date, the judgment of the First Lien Administrative Agent in respect of the matter described in this clause (x) shall be deemed to be the judgment of the Administrative Agent with respect to such matters) or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings and the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by Holdings, the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 37.5 million and (b) 12.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b); received by Holdings, the Borrower or any of the Guarantors other Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 37.5 million and (b) 12.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings, the Borrower or any Subsidiary that is owing to Holdings, the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings, the Borrower or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party (other than Holdings, the Borrower or any Subsidiary other Credit Party) owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable -111- judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, or to the extent that the security interest contemplated would result in adverse tax or accreditation consequences as reasonably determined by the Borrower, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 5,000,000 received by the Borrower Borrower, Xxxxxx, any other U.S. Institution Subsidiary, or any of the Guarantors Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes or loan agreements executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 5,000,000 of the Borrower Borrower, Xxxxxx, any other U.S. Institution Subsidiary, or any Subsidiary Guarantor that is owing to the Borrower Borrower, Xxxxxx, any other U.S. Institution Subsidiary (other than an Excluded Subsidiary), or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notesloan agreements.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would result in material adverse tax consequences to the Borrower or any Subsidiary or any direct or indirect parent entity as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 45,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b) received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 45,000,000 and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject Except as otherwise provided in Section 10.1(j) and subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and Equivalents, (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,00010,000,000 and (z) any Stock and Stock Equivalents issued by XXXX) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 5,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject Except as otherwise provided in Section 10.1(w) and subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, or to the extent that the security interest contemplated would result in adverse tax or accreditation consequences as reasonably determined by the Borrower, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) US-DOCS\144294102.18 any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 5,000,000 received by the Borrower Borrower, any other U.S. Institution Subsidiary, or any of the Guarantors Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes or loan agreements executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 5,000,000 of the Borrower Borrower, any other U.S. Institution Subsidiary, or any Subsidiary Guarantor that is owing to the Borrower Borrower, any other U.S. Institution Subsidiary (other than an Excluded Subsidiary), or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 5,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notesloan agreements.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to the Perfection Exceptions and any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, therefrom or (y) to the extent doing so would reasonably be expected to result in material adverse Tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings and the Borrower will and will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 3,500,000 and (b) 8.0% of TTM Consolidated EBITDA received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 3,500,000 and (b) 8.0% of the Borrower or any Subsidiary TTM Consolidated EBITDA that is owing to the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or Except with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences or accreditation consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Immaterial Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 100,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Fourth Restatement Effective Date evidencing Indebtedness in excess of $10,000,000 100,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 100,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes; provided, however, that the foregoing delivery requirement with respect to any intercompany indebtedness may be satisfied, at Borrower’s sole discretion, by delivery of an omnibus or global intercompany note executed by all Credit Parties as payees and all such obligors as payors.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 30 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b) received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 20 million and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromSecured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings and the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by Holdings, the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 30 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b); received by Holdings, the Borrower or any of the Guarantors other Guarantor in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 30 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings, the Borrower or any Subsidiary that is owing to Holdings, the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings, the Borrower or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party (other than Holdings, the Borrower or any Subsidiary other Credit Party) owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and Holdings (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so would result in adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Administrative Agent, the Borrower Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Capital Stock and Stock Equivalents issued by any Restricted Subsidiary for so long as such Restricted Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with constitute a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Material Subsidiary) held directly by the Borrower Holdings or any Guarantor, (ii) all evidences of Indebtedness in excess of the greater of (x) $10,000,000 35,000,000 and (y) 2.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such evidence is delivered received by the Borrower Holdings or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (x) $10,000,000 35,000,000 and (y) 2.5% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under the Pledge Agreement. Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bA) The Borrower agrees a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (B) such promissory note is not delivered to any party other than Holdings or the Subsidiaries in each case owed money thereunder and (C) such promissory note indicates on its face that all Indebtedness in excess of $10,000,000 it is subject to the security interest of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notesCollateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower or any GuarantorCredit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 3,300,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4(b); received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) ), and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 3,300,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed of the Borrower or any Restricted Subsidiary that is owing to the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing any promissory note among the Borrower and/or its Restricted Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Collateral Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefromtherefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower, the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 26,250,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b(other than Holdings) and (iii) any promissory notes executed by the Borrower or any Subsidiary after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 26,250,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the Borrower or any Subsidiary time such promissory note is executed that is owing to the Borrower or any Guarantorother Credit Party (other than Holdings), in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. terms of the Security Documents. Notwithstanding the foregoing, any |US-DOCS\101663612.13131839430.6|| promissory note among the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (bi) The Borrower agrees that all Indebtedness in excess of $10,000,000 of a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than the Borrower or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, and other than (x) when in the reasonable judgment determination of the Administrative Agent and the Borrower (confirmed as agreed to in writing by notice to the Borrowerwriting), the cost or other consequences (including any adverse tax consequences) of doing so shall would be excessive in view of the benefits to be obtained by the Lenders therefrom, Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000Equivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $10,000,000 60 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of any disposition of assets pursuant to Section 10.4 received by Holdings, the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) 10.4, and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 60 million and (b) 10% of Consolidated EBITDA for the Borrower most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings or any Subsidiary that is owing to the Borrower Holdings or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Agent as security for the Obligations under accompanied by undated instruments of transfer executed in blank pursuant to the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 terms of the Borrower Security Documents. Notwithstanding the foregoing any promissory note among Holdings and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Agent, (ii) such promissory note is not delivered to any other party other than Holdings or any Subsidiary other Credit Party, in each case, owed money thereunder, and (iii) such promissory note indicates on its face that it is owing subject to any Credit Party shall be evidenced by one or more promissory notesthe security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the The Parent Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents; provided that Excluded Stock and Stock Equivalents of the type specified in clause (iii) of the definition thereof shall not be excluded pursuant to this subclause (x) insofar as the pledge thereof pursuant to the U.S. Pledge Agreement is given in respect of the European Obligations and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,0005,000,000) held directly by the Parent Borrower or any U.S. Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Parent Borrower or any of the U.S. Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the Parent Borrower or any Subsidiary that is owing to the Parent Borrower or any U.S. Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations or the European Obligations, as applicable, under the U.S. Pledge Agreement. The Borrowers will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (A) any Excluded Stock and Stock Equivalents and (B) Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries), have property, plant and equipment with a book value in excess of $5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Closing Date in excess of $5,000,000) formed, purchased or otherwise acquired after the Closing Date and held directly by the European Borrower or any European Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the European Subsidiary Borrower or any of the European Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of the Parent Borrower or any Subsidiary that is owing to the European Subsidiary Borrower or any European Guarantor, in each case, to be delivered to the Collateral Agent solely as security for the European Obligations pursuant to the applicable European Security Agreement. (b) The Parent Borrower agrees that all Indebtedness in excess of $10,000,000 of the any Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the The Parent Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents; provided that Excluded Stock and Stock Equivalents of the type specified in clause (iii) of the definition thereof shall not be excluded pursuant to this subclause (x) insofar as the pledge thereof pursuant to the U.S. Pledge Agreement is given in respect of the European Obligations and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,0005,000,000) held directly by the Parent Borrower or any U.S. Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Parent Borrower or any of the U.S. Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 of the Parent Borrower or any Subsidiary that is owing to the Parent Borrower or any U.S. Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations or the European Obligations, as applicable, under the U.S. Pledge Agreement. The Borrowers will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (A) any Excluded Stock and Stock Equivalents and (B) Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries), have property, plant and equipment with a book value in excess of $5,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Closing Date in excess of $5,000,000) formed, purchased or otherwise acquired after the Closing Date and held directly by the European Borrower or any European Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the European Subsidiary Borrower or any of the European Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the date hereof evidencing Indebtedness in excess of $10,000,000 of the Parent Borrower or any Subsidiary that is owing to the European Subsidiary Borrower or any European Guarantor, in each case, to be delivered to the Collateral Agent solely as security for the European Obligations pursuant to the applicable European Security Agreement. (b) The Parent Borrower agrees that all Indebtedness in excess of $10,000,000 of the any Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Date date hereof evidencing Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes.

Pledge of Additional Stock and Evidence of Indebtedness. (a) Subject to any applicable limitations set forth in the Security Documents or Except with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences or accreditation consequences) of doing so shall be excessive in view of the benefits to be obtained by the Lenders therefrom, the Borrower will cause (i) all certificates representing Stock and Stock Equivalents of any Subsidiary (other than (x) any Excluded Stock and Stock Equivalents and (y) any Stock and Stock Equivalents issued by any Immaterial Subsidiary for so long as such Subsidiary does not (on a consolidated basis with its Restricted Subsidiaries) have property, plant and equipment with a book value in excess of $10,000,000 or a contribution to Consolidated EBITDA for any four fiscal quarter period that includes any date on or after the Original Closing Date in excess of $10,000,000) held directly by the Borrower or any Guarantor), (ii) all evidences of Indebtedness in excess of $10,000,000 100,000,000 received by the Borrower or any of the Guarantors in connection with any disposition of assets pursuant to Section 10.4(b) and (iii) any promissory notes executed after the Original Closing Fifth Restatement Effective Date evidencing Indebtedness in excess of $10,000,000 100,000,000 of the Borrower or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations under the Pledge Agreement. (b) The Borrower agrees that all Indebtedness in excess of $10,000,000 100,000,000 of the Borrower or any Subsidiary that is owing to any Credit Party shall be evidenced by one or more promissory notes; provided, however, that the foregoing delivery requirement with respect to any intercompany indebtedness may be satisfied, at Borrower’s sole discretion, by delivery of an omnibus or global intercompany note executed by all Credit Parties as payees and all such obligors as payors.