Common use of Consent in Contemplation of Transfer Clause in Contracts

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Document Subsidiary Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given made pursuant to this Section 18 or any other Financing Document 17 by a holder of a Note Notes that has transferred or has agreed to transfer its Note Notes to the Companyany Obligor, any Subsidiary or any Affiliate of the Company any Obligor (either pursuant or to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) any other Person in connection with, or in anticipation of, an acquisition of, tender offer for, or merger with an Obligor) and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Document Guaranty Agreement by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given made pursuant to this Section 18 or any other Financing Document Article 17 by a holder Holder of a Note Notes that has transferred or has agreed to transfer its Note Notes to the Company, any Subsidiary Company or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to Section 18.1(d)17.1(c) in connection with and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holderHolder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders Holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Note Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given made pursuant to this Section 18 or any other Financing Document 17.2 by a the holder of a any Note that has transferred or has agreed to transfer its such Note to (i) the Company, (ii) any Subsidiary or any other Affiliate of or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) and/or any of its Affiliates, in each case in connection with such consent consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 11.05 or any other Financing Note Document by a holder of a Note Holder that has transferred or has agreed to transfer its Note to any Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the CompanyParent, the Issuer, any Subsidiary or Note Party and/or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Company, (ii) any Subsidiary other Affiliate or (iii) any Affiliate of other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) and/or any of its Affiliates, in each case in connection with such consent consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given made pursuant to this Section 18 or by any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to (1) the Company, (2) any Subsidiary or any other Affiliate of or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) and/or any of its Affiliates, in each case in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document Subsidiary Guarantee by a any Purchaser or holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant or to a waiver under Section 18.1(d) any Person acquiring or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)merging with the Company) in connection with such consent shall be void and of no force or effect except solely as to such holderPurchaser or holder with respect to such Note, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Purchasers and holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderPurchaser or transferring holder with respect to such Note.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 11.05 or any other Financing Note Document by a holder of a Note Holder that has transferred or has agreed to transfer its Note to any Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with Parent, the CompanyIssuer, any Subsidiary or Note Party and/or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section Article 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Company, (ii) any Subsidiary or any other Affiliate of the Company or (either pursuant to iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a waiver under Section 18.1(d) tender offer for or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) merging with the Company and/or any of its Affiliates, in each case in connection with such consent consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of the Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Document Subsidiary Guarantee by a holder of a Note that has transferred or has agreed to transfer its Note to the Companyeither Obligor, any Subsidiary or any Affiliate of the Company either Obligor (either pursuant to a waiver under this Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to this Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. Section 17.3.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Document Subsidiary Guarantee by a holder of a Note that has transferred or has agreed to transfer its Note to the Companyeither Obligor, any Subsidiary or any Affiliate of the Company either Obligor (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder. Section 17.3.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document 17 by a holder of a Note that has transferred or has agreed to transfer its Note to (i) the Company, any Subsidiary Issuer or any Affiliate of the Company Issuer or (either pursuant to ii) any other Person in connection with, or in anticipation 49 of, such other Person acquiring, making a waiver under Section 18.1(d) tender offer for or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) merging with the Issuer and/or any of its Affiliates, in each case in connection with such consent consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.. 4850-4933-9817 v1

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 10.6 or any other Financing Note Document by a holder of a Note HolderPurchaser that has transferred or has agreed to transfer its Note to any Person in connection with, or in anticipation of, such Person acquiring, making a tender offer for or merging with the CompanyIssuer, any Subsidiary or Note Party and/or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent their Affiliates, shall be void and of no force or effect except solely as to such holderHolderPurchaser, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes the HoldersPurchasers that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolderPurchaser.

Consent in Contemplation of Transfer. Any consent given made pursuant to this Section 18 or any other Financing Document 19.2 by a the holder of a any Note that has transferred or has agreed to transfer its such Note to the CompanyObligor, any Subsidiary Member or any Affiliate of the Company (either Obligor or any Member pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended an offer made pursuant to clause (b) of the first sentence of Section 18.1(d)) in connection with 8.9 and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any other Financing Document the Excel Guaranty by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, the Parent, any Subsidiary or any Affiliate of the Company or the Parent (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 17 or any the other Financing Document Note Documents by a holder of a Note Holder that has transferred or has agreed to transfer its Note to the any Company, any Subsidiary or any Affiliate of the a Company (either pursuant to a waiver under Section 18.1(d17.1(c) or subsequent to Section 8.6 8.5 having been amended pursuant to Section 18.1(d17.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holderHolder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 10.6 or any other Financing Note Document by a holder of a Note Holder that has transferred or has agreed to transfer its Note to any Person in connection with, or in anticipation of, such Person acquiring, making a tender offer for or merging with the CompanyIssuer, any Subsidiary or Note Party and/or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes the Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.Holder. 107

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate of or to any other Person in connection with, 77 or in anticipation of, an acquisition of, tender offer for or merger with the Company and/or any of its Affiliates (either pursuant to a waiver under Section 18.1(d18.1(c) or subsequent to Section 8.6 8.9 having been amended pursuant to Section 18.1(d18.1(c)) in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given made pursuant to this Section 18 or 17 by any other Financing Document by a holder of a Note that has transferred or has agreed to transfer its Note to (1) the Company, (2) any Subsidiary or any other Affiliate of or (3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) and/or any of its Affiliates, in each case in connection with such consent shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 or any other Financing Note Document by a holder of a Note that has transferred or has agreed to transfer its Note to the Company(1) any Note Party, (2) any Subsidiary or any other Affiliate of the Company or (either pursuant to 3) any other Person in connection with, or in anticipation of, such other Person acquiring, making a waiver under Section 18.1(d) tender offer for or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) merging with any Note Party and/or any Affiliate, in each case in connection with such consent consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 10.6 or any other Financing Note Document by a holder of a Note Holder that has transferred or has agreed to transfer its Note to any Person in connection with, or in anticipation of, such Person acquiring, making a tender offer for or merging with the CompanyIssuer, any Subsidiary or Note Party and/or any Affiliate of the Company (either pursuant to a waiver under Section 18.1(d) or subsequent to Section 8.6 having been amended pursuant to Section 18.1(d)) in connection with such consent their Affiliates, shall be void and of no force or effect except solely as to such holderHolder, and any amendments amendments, modifications or terminations effected or waivers or consents granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes the Holders that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holderHolder.