Common use of Costs and Benefits Clause in Contracts

Costs and Benefits. Notwithstanding any term or provision of this Section 8.12 to the contrary, without limiting the right of the Agent or the Lenders to require a Lien or a security interest in the Equity Interests of, or guaranty from, any newly acquired or created Subsidiary of Parent, or a Lien or security interest on any assets or properties of Parent or any of its Subsidiaries, so long as no Event of Default has occurred and is continuing, Parent and the Borrower may request in writing to the Agent that the Majority Lenders waive the requirements of this Section 8.12 to provide a Lien, security interest or guaranty, as the case may be, due to the cost or burden thereof to Parent and its Subsidiaries (when taken as a whole) being unreasonably excessive relative to the benefit that would inure to the Secured Parties, and describing such cost or burden in reasonable detail. Upon receipt of any such written notice, the Agent shall review and consider such request with the Lenders in good faith and, within five (5) Business Days of receipt of such request, the Majority Lenders (after consultation with the Agent) shall determine in their sole but commercially reasonable discretion, and notify Parent and the Borrower of such determination, whether the Majority Lenders will grant such request for a waiver. With respect to any Subsidiary for which the requirement to provide a Lien, security interest or Guaranty, as the case may be, has been waived by the Agent and the Majority Lenders in accordance with this Section 8.12(c), such waiver may be terminated by the Agent and the Majority Lenders if they determine in their sole but commercially reasonable discretion that the cost or burden of providing such Lien, security interest or Guaranty is no longer unreasonably excessive relative to the benefits that would inure to the Secured Parties. If such waiver is terminated, such Subsidiary shall be required to comply with the requirements of this Section 8.12.

Costs and Benefits. Notwithstanding any term or provision of this Section 8.12 8.11 to the contrary, without limiting the right of the Administrative Agent or the Lenders to require a Lien or a security interest in the Equity Interests of, or guaranty Guarantee from, any newly acquired or created Subsidiary of Parentthe Borrower, or a Lien or security interest on any assets or properties of Parent the Borrower or any of its Subsidiaries, so long as no Event of Default has occurred and is continuing, Parent and the Borrower may request in writing to the Administrative Agent that the Majority Lenders waive the requirements of this Section 8.12 8.11 to provide a Lien, security interest or guarantyGuarantee, as the case may be, due to the cost or burden thereof to Parent the Borrower and its Subsidiaries (when taken as a whole) being unreasonably excessive relative to the benefit that would inure to the Secured Parties, and describing such cost or burden in reasonable detail. Upon receipt of any such written notice, the Administrative Agent shall review and consider such request with the Lenders in good faith and, within five (5) Business Days of receipt of such request, the Majority Lenders (after consultation with the Agent) Administrative Agent shall determine in their its sole but commercially reasonable discretion, and notify Parent and the Borrower of such determination, whether the Majority Lenders Administrative Agent will grant such request for a waiver. With respect to any Subsidiary for which the requirement to provide a Lien, security interest or GuarantyGuarantee, as the case may be, has been waived by the Administrative Agent and the Majority Lenders in accordance with this Section 8.12(c8.11(c), such waiver may be terminated by the Administrative Agent and the Majority Lenders if they determine it determines in their its sole but commercially reasonable discretion that the cost or burden of providing such Lien, security interest or Guaranty Guarantee is no longer unreasonably excessive relative to the benefits that would inure to the Secured Parties. If such waiver is terminated, such Subsidiary shall be required to comply with the requirements of this Section 8.128.11.

Costs and Benefits. Notwithstanding any (i) Any term or provision of this Section 8.12 to the contrarycontrary notwithstanding, without limiting the right of the Agent or the Lenders to require a Lien or a security interest in the Equity Interests ofin, or guaranty from, any newly acquired or created Subsidiary of Parentany Obligor (or any Subsidiary of any Obligor that ceases to be an Immaterial Subsidiary), or a Lien or security interest on any assets or properties of Parent of, or guaranty from, any Obligor or any of its Subsidiaries, upon the prior written request of the Parent Guarantor (prepared in reasonable detail), so long as no Event of Default has occurred and is continuing, continuing the Parent and the Borrower Guarantor may request in writing to the Agent that the Majority Lenders waive the requirements of this Section 8.12 to provide a Lien, security interest or guaranty, as the case may be, due to the cost or and burden thereof to upon the Parent Guarantor and its Subsidiaries (when taken as a whole) being unreasonably excessive relative to the benefit that would inure to the Secured PartiesLenders. (For the avoidance of doubt, with respect to any Subsidiary of any Obligor that qualifies as a CFC or FSHCO, the Parent Guarantor may request such waiver in the event it reasonably determines that making such Subsidiary a guarantor hereunder or placing a Lien or security interest on its assets or properties would result in material adverse tax consequences to the Parent Guarantor and describing such cost or burden in reasonable detail. its Subsidiaries, taken as a whole.) Upon receipt of any such written noticerequest, the Agent shall Lenders agree to review and consider such request with the Lenders request, in good faith andfaith, and (within five (5) Business Days of receipt of such request, the Majority Lenders ) determine (after consultation with the Agent) shall determine in their sole but commercially reasonable discretion, and notify the Parent and Guarantor) whether or not the Borrower of such determination, whether the Majority Lenders will grant such request for a waiver. With respect , such determination to any Subsidiary for which the requirement to provide a Lien, security interest or Guaranty, as the case may be, has been waived be made by the Agent and the Majority Lenders in accordance with this Section 8.12(c), such waiver may be terminated by the Agent and the Majority Lenders if they determine in their sole but commercially reasonable discretion that the cost or burden of providing such Lien, security interest or Guaranty is no longer unreasonably excessive relative to the benefits that would inure to the Secured Parties. If such waiver is terminated, such Subsidiary shall be required to comply with the requirements of this Section 8.12discretion.

Costs and Benefits. Notwithstanding any Any term or provision of this Section 8.12 to the contrarycontrary notwithstanding, without limiting the right of the Agent or the Lenders to require a Lien or a security interest in the Equity Interests ofin, or guaranty from, any newly acquired or created Subsidiary of Parentthe Parent Guarantor (or any Subsidiary or the Parent Guarantor that ceases to be an Immaterial Subsidiary), or a Lien or security interest on any assets or properties of the Parent Guarantor or any of its Subsidiaries, upon the prior written request of the Parent Guarantor (prepared in reasonable detail), so long as no Event of Default has occurred and is continuing, continuing the Parent and the Borrower Guarantor may request in writing to the Agent that the Majority Lenders waive the requirements of this Section 8.12 to provide a Lien, security interest or guaranty, as the case may be, due to the cost or and burden thereof to upon the Parent Guarantor and its Subsidiaries (when taken as a whole) being unreasonably excessive relative to the benefit that would inure to the Secured PartiesLenders. (For the avoidance of doubt, with respect to any Subsidiary of the Parent Guarantor that qualifies as a CFC or FSHCO, the Parent Guarantor may request such waiver in the event it reasonably determines that making such Subsidiary a guarantor hereunder or placing a Lien or security interest on its assets or properties would result in material adverse tax consequences to the Parent Guarantor and describing such cost or burden in reasonable detail. its Subsidiaries, taken as a whole.) Upon receipt of any such written noticerequest, the Agent shall Lenders agree to review and consider such request with the Lenders request, in good faith andfaith, and (within five (5) Business Days of receipt of such request, the Majority Lenders ) determine (after consultation with the Agent) shall determine in their sole but commercially reasonable discretion, and notify the Parent and Guarantor) whether or not the Borrower of such determination, whether the Majority Lenders will grant such request for a waiver. With respect , such determination to any Subsidiary for which the requirement to provide a Lien, security interest or Guaranty, as the case may be, has been waived be made by the Agent and the Majority Lenders in accordance with this Section 8.12(c), such waiver may be terminated by the Agent and the Majority Lenders if they determine in their sole but commercially reasonable discretion that the cost or burden of providing such Lien, security interest or Guaranty is no longer unreasonably excessive relative to the benefits that would inure to the Secured Parties. If such waiver is terminated, such Subsidiary shall be required to comply with the requirements of this Section 8.12discretion.

Costs and Benefits. Notwithstanding any term or provision of this Section 8.12 8.12, or any other Loan Document, to the contrary, without limiting the right of the Agent or the Lenders to require a Lien or a security interest in the Equity Interests of, or guaranty from, any newly acquired or created Subsidiary of Parentthe Borrower, or a Lien or security interest on any assets or properties of Parent the Borrower or any of its Subsidiaries, in each case pursuant to the terms of the Loan Documents, so long as no Event of Default has occurred and is continuing, Parent and the Borrower may request in writing to the Agent that the Majority Lenders waive the requirements of this Section 8.12 to provide a Lien, security interest or guaranty, as the case may be, due to the cost or burden thereof to Parent the Borrower and its Subsidiaries (when taken as a whole) being unreasonably excessive relative to the benefit that would inure to the Secured Parties, and describing such cost or burden in reasonable detail. Upon receipt of any such written notice, the Agent shall review and consider such request with the Lenders in good faith and, within five (5) Business Days of receipt of such request, the Majority Lenders (after consultation with the Agent) shall determine in their sole but commercially reasonable discretion, and notify Parent and the Borrower of such determination, whether the Majority Lenders will grant such request for a waiver. With respect to any Subsidiary for which the requirement to provide a Lien, security interest or Guaranty, as the case may be, has been waived by the Agent and the Majority Lenders in accordance with this Section 8.12(c8.12(d), such waiver may be terminated by the Agent and the Majority Lenders if they determine in their sole but commercially reasonable discretion that the cost or burden of providing such Lien, security interest or Guaranty is no longer unreasonably excessive relative to the benefits that would inure to the Secured Parties. If such waiver is terminated, such Subsidiary shall be required to comply with the requirements of this Section 8.12; provided that any time periods in this Section 8.12 with respect to the subject of such waiver shall be measured from the date such waiver is terminated.