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 Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative, the 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 the Borrower Representative and the Administrative Agent, CGI Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $1,500,000 received by a Borrower or any of the Credit Parties in connection with any disposition of assets pursuant to Section 11.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 that is owing to a Borrower or any Credit Party, in each case, to be delivered to the Administrative Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; 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 a Borrower and/or its Subsidiaries need not be delivered to the Administrative Agent so long as (i) a global intercompany note, including any Intercompany Note, superseding such promissory note has been delivered to the Administrative Agent, (ii) such promissory note is not delivered to any other party other than a Borrower or its 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the 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 the Borrower Representative(as agreed to in writing), the 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 the Borrower Representative and the Administrative Agent, CGI Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower or any Guarantoreach Credit Party, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 50,000,000 received by a Borrower or any of the Credit Parties in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), (iii) [reserved] and (iiiiv) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $1,500,000 50,000,000 that is owing to a Borrower or any Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank 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 Administrative AgentDocuments. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note, including any Intercompany Note, superseding or supplementing such promissory note has been delivered to the Administrative Agent, Collateral Agent and (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Security Documents and the terms, provisions and conditions of the intercreditor Agreement and other than (x) when in the reasonable determination of the Administrative Agent Agent, the Required Lenders and the Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative in consultation with the Administrative Agent and the Administrative AgentRequired Lenders, CGI Borrower Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $1,500,000 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 a Holdings, the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b)10.4, and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of the greater of (a) $1,500,000 40 million and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time such promissory note is executed; of Holdings or any Subsidiary that is owing to a Borrower Holdings or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a Borrower Holdings and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a Borrower Holdings or its Subsidiariesany other Credit Party, 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to the Perfection Exceptions and any applicable limitations set forth in the Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the cost, burden 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 reasonably be expected to result in material adverse tax Tax consequences as reasonably determined by the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will and will cause its Restricted Subsidiaries to deliver to the Collateral Agent (i) all certificates constituting Collateral and representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness constituting Collateral in excess of $1,500,000 10,000,000 received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b)assets, and (iii) any promissory notes constituting Collateral and executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 10,000,000 that is owing to a the Borrower or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a the Borrower and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, note (including any the Global Intercompany Note, ) superseding such promissory note has been delivered to the Administrative Collateral Agent, and (ii) such promissory note is not delivered to any other party other than a the Borrower or its Subsidiariesany other Credit Party, 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 14,500,000, received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $1,500,000 10,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank 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 Administrative AgentDocuments. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note, including any Intercompany Note, superseding such promissory note has been delivered to the Administrative Collateral Agent, and (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in this Agreement and in the Credit Documents Security Documents, and other than (x) when in the reasonable determination of the Administrative Agent Required Lenders and the Parent Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and the Administrative Agent, CGI Parent Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower Holdings or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $1,500,000 2,500,000 received by a Borrower Holdings or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 2,500,000 of Holdings or any Subsidiary that is owing to a Borrower Holdings or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a Borrower Holdings and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Parent Borrower or its Subsidiariesany other Credit Party, 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $1,500,000 5.0 million received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 5.0 million at the time such promissory note is executed; of the Borrower or any Subsidiary that is owing to a the Borrower or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a the Borrower and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its Subsidiariesany other Credit Party, 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in this Agreement and in the Credit Documents Security Documents, and other than (x) when in the reasonable determination of the Administrative Agent Required Lenders and the Parent Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and the Administrative Agent, CGI Parent Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower Holdings or any Guarantorother Credit Party, and (ii) all evidences of Indebtedness in excess of $1,500,000 2,500,000 received by a Borrower Holdings or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 2,500,00010,000,000 of Holdings or any Subsidiary that is owing to a Borrower Holdings or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a Borrower Holdings and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Parent Borrower or its Subsidiariesany other Credit Party, 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 Administrative 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 Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Collateral Agent and the Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and in consultation with the Administrative Collateral Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $1,500,000 30,000,000 and (b) 18% of Consolidated EBITDA (calculated on a Pro Forma Basis) received by a the Borrower or any of the Credit Parties in connection with Guarantors at the time of any disposition of assets pursuant to Section 11.4(b), 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) $1,500,000 30,000,000 and (b) 18% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time such promissory note is executed that is owing to a the Borrower or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) subject to the Closing Date Intercreditor Agreement, a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its Subsidiariesany other Credit Party, 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and in consultation with the Administrative Agent, CGI Borrower Holdings will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower Holdings or any Guarantor, (ii) all evidences of Indebtedness in excess of $1,500,000 10,000,000 received by a Borrower Holdings or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 10,000,000 of Holdings or any Subsidiary that is owing to a Borrower Holdings or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a Borrower Holdings and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a Borrower Holdings or its 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to Section 1.17 and any applicable limitations set forth in the Credit Documents Security Documents, and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative, the cost, burden 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, other Credit Party and (ii) all evidences of Indebtedness in excess of $1,500,000 received by a Borrower or any of the Credit Parties in connection with any disposition of assets pursuant to Section 11.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 15,000,000 of the Borrower or any Subsidiary that is owing to a the Borrower or any other Credit Party, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a the Borrower and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Agent, Collateral Agent and (ii) such promissory note is not delivered to any other party other than a the Borrower or its Subsidiariesany other Credit Party, 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower RepresentativeHoldings (as agreed to in writing), the cost, burden 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 the Borrower Representative and the Administrative AgentHoldings in good faith, CGI 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 EquivalentsEquivalents 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 a Holdings, the Borrower or any Guarantor, (ii) all evidences of Indebtedness in excess of $1,500,000 30,000,000 received by a Holdings, the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b), 10.4(b) and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 30,000,000 of Holdings or any Subsidiary that is owing to a Borrower Holdings or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of under the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a Borrower Holdings and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a Borrower Holdings or its Subsidiaries, the 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of the Borrower or any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of $1,500,000 10,000,000 received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b)10.4, and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $1,500,000 that is owing to a Borrower or any Credit Party10,000,000, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative AgentDocuments. Notwithstanding the foregoing any promissory note among a the Borrower and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its Subsidiariesany other Credit Party, 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 10,000,000, received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $1,500,000 10,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank 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 Administrative AgentDocuments. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note, including any Intercompany Note, superseding such promissory note has been delivered to the Administrative Collateral Agent, and (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. TC "9.12 Pledge of Additional Stock and Evidence of Indebtedness. " \f c \l "2" \* MERGEFORMAT AUTONF D3_TC Subject to any applicable limitations set forth in the Credit Documents and the Second Lien Intercreditor Agreement and other than (x) when in the reasonable determination of the First Lien Administrative Agent and the Borrower RepresentativeRepresentative (as agreed to in writing), the 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 Borrowers or any of their respective Subsidiaries or any parent entity thereof as reasonably determined by the Borrower Representative and in consultation with the Administrative Agent, CGI Borrower the Borrowers will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a Borrower the Borrowers or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 14,500,000, received by a any Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $1,500,000 10,000,000 that is owing to a the any Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; 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 a Borrower and/or its Subsidiaries need not be delivered to the Administrative Agent so long as (i) a global intercompany note, including any Intercompany Note, superseding such promissory note has been delivered to the Administrative Agent, (ii) such promissory note is not delivered to any other party other than a Borrower or its 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 Administrative Agent.its

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and the Second Lien Intercreditor Agreement and other than (x) when in the reasonable determination of the First Lien Administrative Agent and the Borrower Representative(as agreed to in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 10,000,000, received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $1,500,000 10,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent (or its bailee) as security for the Obligations accompanied by undated instruments of transfer executed in blank 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 Administrative AgentDocuments. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note, including any Intercompany Note, superseding such promissory note has been delivered to the Administrative AgentCollateral Agent (or its bailee), and (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 5,000,000 received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing FourthSeventh Amendment Effective Date evidencing Indebtedness for borrowed money in excess of $1,500,000 5,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the applicable Security Documents Documents; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative Collateral Agent. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.10 so long as (i) a global intercompany note, including any Intercompany Note, superseding or supplementing such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed to in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 10,000,000,14,500,000, received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Date evidencing Indebtedness for borrowed money in excess of $1,500,000 10,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank 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 Administrative AgentDocuments. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.12 so long as (i) a global intercompany note, including any Intercompany Note, superseding such promissory note has been delivered to the Administrative Collateral Agent, and (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to the Closing Date Intercreditor Agreement and any applicable limitations set forth in the Credit Security Documents and other than (x) when in the reasonable determination of the Administrative Collateral Agent and the Borrower Representative(as agreed to in writing), the cost, burden 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 the Borrower Representative and Borrower, the Administrative Agent, CGI Borrower will cause (i) all certificates representing Capital Stock and Stock Equivalents of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantorother Credit Party, (ii) all evidences of Indebtedness in excess of the greater of (a) $1,500,000 26,250,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) received by a the Borrower or any of the Credit Parties in connection with any disposition of assets pursuant to Section 11.4(b), Guarantors (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) $1,500,000 26,250,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time such promissory note is executed that is owing to a the Borrower or any other Credit PartyParty (other than Holdings), in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Security Documents ; providedDocuments, howeverin each case, that in no event shall Holdings be unless required to deliver the DTR Note be delivered to the Administrative AgentFirst Lien Collateral Agent pursuant to the First Lien Credit Agreement. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or its Subsidiaries need not be delivered to the Administrative Collateral Agent so long as (i) a global intercompany note, including any Intercompany Note, note superseding such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its Subsidiariesany other Credit Party, 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 5,000,000 received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing Fourth Amendment Effective Date evidencing Indebtedness for borrowed money in excess of $1,500,000 5,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the applicable Security Documents Documents; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative Collateral Agent. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.10 so long as (i) a global intercompany note, including any Intercompany Note, superseding or supplementing such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Collateral Agent.

Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations set forth in the Credit Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower Representative(as agreed in writing), the 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 the Borrower Representative and in consultation with the Administrative Agent, CGI the Borrower will cause (i) all certificates representing Capital Stock of any Restricted Subsidiary (other than any Excluded Stock and Stock Equivalents) held directly by a the Borrower or any Guarantor, (ii) all evidences of Indebtedness for borrowed money in excess of $1,500,000 1,500,0005,000,000 received by a the Borrower or any of the Credit Parties Guarantors in connection with any disposition of assets pursuant to Section 11.4(b10.4(b), and (iii) any promissory notes executed after the Closing ClosingFourth Amendment Effective Date evidencing Indebtedness for borrowed money in excess of $1,500,000 1,500,0005,000,000 that is owing to a the Borrower or any Credit PartyGuarantor, in each case, to be delivered to the Administrative Collateral Agent as security for the Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the applicable Security Documents Documents; provided, however, that in no event shall Holdings be required to deliver the DTR Note to the Administrative Collateral Agent. Notwithstanding the foregoing foregoing, any promissory note among a the Borrower and/or or its Subsidiaries need not be delivered to the Administrative Collateral Agent pursuant to this Section 9.10 so long as (i) a global intercompany note, including any Intercompany Note, superseding or supplementing such promissory note has been delivered to the Administrative Collateral Agent, (ii) such promissory note is not delivered to any other party other than a the Borrower or its 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 Administrative Collateral Agent.