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

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to 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 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) constitute a Material Subsidiary) 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 Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings 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 accompanied by undated instruments of transfer executed in blank under the 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 party other than Holdings or the Subsidiaries in each case owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing)the Borrower Representative, the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Borrower Representative and the Administrative Agent, Holdings CGI 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 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) constitute a Material SubsidiaryEquivalents) held directly by the a Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 1,500,000 received by the a Borrower or any of the Guarantors Credit Parties in connection with any disposition of assets pursuant to Section 10.4(b) 11.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings or any Subsidiary 1,500,000 that is owing to the a Borrower or any GuarantorCredit Party, in each case, to be delivered to the Collateral Administrative Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security DocumentsDocuments ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative Agent. Notwithstanding the foregoing any promissory note among Holdings a Borrower and/or its Subsidiaries need not be delivered to the Collateral Administrative Agent so long as (i) a global intercompany note note, including any Intercompany Note, superseding such promissory note has been delivered to the Collateral Administrative Agent, (ii) such promissory note is not delivered to any other party other than Holdings a Borrower or the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to Section 6.2 and any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantorother Credit Party, (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) 2,000,000, and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 2,000,000 of Holdings the Borrower or any Subsidiary that is owing to the Borrower or any Guarantorother Credit Party, in each case, to be delivered to the Collateral Administrative Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings the Borrower and/or its Subsidiaries need not be delivered to the Collateral Administrative Agent so long as (i) a global intercompany note superseding such promissory note has been delivered to the Collateral Administrative Agent, (ii) such promissory note is not delivered to any other party other than Holdings the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences to Holdings, the Borrower or any of its Subsidiaries as reasonably determined by Holdings in a writing delivered to the Administrative Agentgood faith, 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) constitute a Material Subsidiary) held directly by Holdings, the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 30,000,000 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 Closing Date evidencing Indebtedness in excess of $10,000,000 30,000,000 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 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 party other than Holdings or the Subsidiaries in each case owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to the Closing Date Intercreditor Agreement and any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Collateral Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Collateral Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) 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 30,000,000 and (b) 18% 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 Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 30,000,000 and (b) 18% of Holdings or any Subsidiary Consolidated EBITDA (calculated on a Pro Forma Basis) at the 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing foregoing, any promissory note among Holdings the Borrower and/or its Subsidiaries need not be delivered to the Collateral Agent so long as (i) subject to the Closing Date Intercreditor Agreement, 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 the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in this Agreement and in the Security Documents Documents, and other than (x) when in the reasonable determination of the Administrative Agent Required Lenders and Holdings the Parent Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to therefrom, the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Administrative Agent, Holdings Parent 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 2,500,000 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 Closing Date evidencing Indebtedness in excess of $10,000,000 2,500,000 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the 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 the Parent Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to Section 1.17 and any applicable limitations set forth in the Security Documents Documents, and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing)the Borrower , the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) solely with respect to the Capital Stock and Stock Equivalents of any Subsidiary that becomes a Subsidiary of the Borrower after the Closing Date, to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantor, other Credit Party and (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 Closing Date evidencing Indebtedness in excess of $10,000,000 15,000,000 of Holdings the Borrower or any 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings the Borrower 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, Agent and (ii) such promissory note is not delivered to any other party other than Holdings the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agentthereunder.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing)the Borrower Representative, the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Borrower Representative and the Administrative Agent, Holdings CGI 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 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) constitute a Material SubsidiaryEquivalents) held directly by the a Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 1,500,000 received by the a Borrower or any of the Guarantors Credit Parties in connection with any disposition of assets pursuant to Section 10.4(b) 11.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings or any Subsidiary 1,500,000 that is owing to the a Borrower or any GuarantorCredit Party, in each case, to be delivered to the Collateral Administrative Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings a Borrower and/or its Subsidiaries need not be delivered to the Collateral Administrative Agent so long as (i) a global intercompany note note, including any Intercompany Note, superseding such promissory note has been delivered to the Collateral Administrative Agent, (ii) such promissory note is not delivered to any other party other than Holdings a Borrower or the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents (including those in respect of Excluded Stock and Stock Equivalents and Excluded Property) and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost cost, burden or other consequences (including adverse tax, regulatory or accounting consequences, in each case, that are not de minimis (as determined in good faith by the Borrower)) of doing so would be excessive in view of outweigh the benefits to be obtained by the Lenders therefrom or (y) to therefrom, the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantoreach Credit Party, (ii) all evidences of Indebtedness for borrowed money in excess of $10,000,000 50,000,000 received by the Borrower or any of the Guarantors Credit Parties in connection with any disposition of assets pursuant to Section 10.4(b), (iii) [reserved] and (iiiiv) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of Holdings or any Subsidiary 50,000,000 that is owing to the Borrower or any GuarantorCredit Party, 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 pursuant to the terms of the applicable Security Documents. Notwithstanding the foregoing foregoing, any promissory note among Holdings and/or the Borrower or its Subsidiaries need not be delivered to the Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note note, including any Intercompany Note, superseding or supplementing such promissory note has been delivered to the Collateral Agent, Agent and (ii) such promissory note is not delivered to any other party other than Holdings the Borrower or the Subsidiaries its Subsidiaries, in each case case, owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agentthereunder.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to 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 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) constitute a Material SubsidiaryEquivalents) 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 Closing Date evidencing Indebtedness in excess of $10,000,000 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 pursuant to the terms of the 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 the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to 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 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) constitute a Material Subsidiary) held directly by the Borrower Holdings or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 15,000,000 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 Closing Date evidencing Indebtedness in excess of $10,000,000 15,000,000 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 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 party other than Holdings or the Subsidiaries in each case owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to 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 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) constitute a Material Subsidiary) 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 Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings 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 accompanied by undated instruments of transfer executed in blank under the 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 party other than Holdings or the Subsidiaries in each case owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in this Agreement and in the Security Documents Documents, and other than (x) when in the reasonable determination of the Administrative Agent Required Lenders and Holdings the Parent Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to therefrom, the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Administrative Agent, Holdings Parent 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower Holdings or any Guarantorother Credit Party, and (ii) all evidences of Indebtedness in excess of $10,000,000 2,500,000 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 Closing Date evidencing Indebtedness in excess of $10,000,000 2,500,00010,000,000 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the 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 the Parent Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Collateral Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Administrative AgentBorrower, Holdings 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 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) constitute a Material SubsidiaryEquivalents) 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 Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 26,250,000 and (b) 15% of Holdings or any Subsidiary Consolidated EBITDA (calculated on a Pro Forma Basis) at the 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing foregoing, any promissory note among Holdings the Borrower 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 the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences to the Borrower or any of its Subsidiaries, as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 5.0 million 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 Closing Date evidencing Indebtedness in excess of $10,000,000 5.0 million at the time such promissory note is executed; of Holdings the Borrower or any 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings the Borrower 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 the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to 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 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) constitute a Material Subsidiary) held directly by Holdings, the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $10,000,000 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 Closing Date evidencing Indebtedness in excess of $10,000,000 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 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 party other than Holdings or the Subsidiaries in each case owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to 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 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) constitute a Material SubsidiaryEquivalents) 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 Closing Second Restatement Effective Date evidencing Indebtedness in excess of $10,000,000 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the 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 the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) 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 Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings the Borrower 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 the Borrower or the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would could result in a material adverse tax consequences consequence as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $10,000,000 15,000,000 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 Closing Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of Holdings or any Subsidiary 15,000,000 that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the applicable Security Documents. Notwithstanding the foregoing foregoing, any promissory note among Holdings and/or the Borrower or its Subsidiaries need not be delivered to the Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note note, including any Intercompany Note, superseding or supplementing 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 the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would could result in a material adverse tax consequences consequence as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money 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 Closing Fourth Amendment Effective Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of Holdings or any Subsidiary 5,000,000 that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the applicable Security Documents; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Collateral Agent. Notwithstanding the foregoing foregoing, any promissory note among Holdings and/or 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 note, including any Intercompany Note, superseding or supplementing 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 the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to 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 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) constitute a Material SubsidiaryEquivalents) 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 Closing Date evidencing Indebtedness in excess of $10,000,000 25,000,000 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the 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 the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to the Closing Date Intercreditor Agreement and any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Collateral Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings in a writing delivered to the Administrative AgentBorrower, Holdings 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 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) constitute a Material SubsidiaryEquivalents) 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 Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 26,250,000 and (b) 15% of Holdings or any Subsidiary Consolidated EBITDA (calculated on a Pro Forma Basis) at the 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents, in each case, unless required to be delivered to the First Lien Collateral Agent pursuant to the First Lien Credit Agreement. Notwithstanding the foregoing foregoing, any promissory note among Holdings the Borrower 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 the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any GuarantorCredit Party, (ii) all evidences of Indebtedness in excess of $10,000,000 the greater of (a) $ 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 Closing Date evidencing Indebtedness in excess of the greater of (a) $10,000,000 18,000,000 and (b) 10% of Holdings 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings the Borrower and/or its Restricted 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 the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders Secured Parties therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of the Borrower or 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantorother Credit Party, (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) 10.4, and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of Holdings or any Subsidiary that is owing to the Borrower or any Guarantor10,000,000, 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 pursuant to the terms of the Security Documents. Notwithstanding the foregoing any promissory note among Holdings the Borrower 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 the Borrower or the Subsidiaries any other Credit Party, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and the Second Lien Intercreditor Agreement and other than (x) when in the reasonable determination of the First Lien Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would could result in material adverse tax consequences (other than de minimis tax consequences) to the Borrower or any of its Subsidiaries or any parent entity thereof as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $10,000,000 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 Closing Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of Holdings or any Subsidiary that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent (or its bailee) as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the applicable Security Documents. Notwithstanding the foregoing foregoing, any promissory note among Holdings and/or the Borrower or its Subsidiaries need not be delivered to the Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note note, including any Intercompany Note, superseding such promissory note has been delivered to the Collateral AgentAgent (or its bailee), and (ii) such promissory note is not delivered to any other party other than Holdings the Borrower or the Subsidiaries its Subsidiaries, in each case case, owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agentthereunder.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would could result in a material adverse tax consequences consequence as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $10,000,000 1,500,0005,000,000 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 Closing ClosingFourth Amendment Effective Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of Holdings or any Subsidiary 1,500,0005,000,000 that is owing to the Borrower or any Guarantor, in each case, to be delivered to the Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the applicable Security Documents; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Collateral Agent. Notwithstanding the foregoing foregoing, any promissory note among Holdings and/or 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 note, including any Intercompany Note, superseding or supplementing 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 the Subsidiaries its Subsidiaries, in each case case, owed money thereunder thereunder, and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Security Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and Holdings the Borrower (as agreed to in writing), the cost cost, burden or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would could result in material adverse tax consequences (other than de minimis tax consequences) to the Borrower or any of its Subsidiaries or any parent entity thereof as reasonably determined by Holdings the Borrower in a writing delivered to consultation with the Administrative Agent, Holdings 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 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) constitute a Material SubsidiaryEquivalents) held directly by the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $10,000,000 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 Closing Date evidencing Indebtedness for borrowed money in excess of $10,000,000 of Holdings 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 accompanied by undated instruments of transfer executed in blank under pursuant to the terms of the applicable Security Documents. Notwithstanding the foregoing foregoing, any promissory note among Holdings and/or the Borrower or its Subsidiaries need not be delivered to the Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note note, including any Intercompany Note, superseding such promissory note has been delivered to the Collateral Agent, and (ii) such promissory note is not delivered to any other party other than Holdings the Borrower or the Subsidiaries its Subsidiaries, in each case case, owed money thereunder and (iii) such promissory note indicates on its face that it is subject to the security interest of the Collateral Agentthereunder.