Common use of Payment for Consent Clause in Contracts

Payment for Consent. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or any Guarantees in connection with an exchange offer, the Company and any of its Subsidiaries may exclude (i) Holders or beneficial owners of the Securities that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) Holders or beneficial owners of the Securities in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.

Payment for Consent. The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be paid or is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this the Indenture, the Securities Notes or any Guarantees in connection with an exchange offer, the Company and any of its Subsidiaries may exclude (i) Holders or beneficial owners of the Securities Notes that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) Holders or beneficial owners of the Securities Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.

Payment for Consent. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way consideration to or for the benefit of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or of the provisions of this the relevant Indenture or the Securities Notes unless such consideration is offered to be paid and is paid to all relevant Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuer and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this the relevant Indenture, the Securities or to exclude Holders in any Guarantees in connection with an exchange offer, the Company and any of its Subsidiaries may exclude jurisdiction where (A) (i) Holders or beneficial owners of the Securities that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) Holders or beneficial owners of the Securities in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment fromamendment, including in connection with an offer to purchase for cash, or (ii) the granting payment of such consent the consideration therefor would require the Issuer or waiverany of its Restricted Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the approval U.S. federal securities laws and the laws of such amendment bythe European Union or its members states), Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by which the Company Issuer in its sole discretiondiscretion determines (acting in good faith) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent document(s) used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such jurisdiction) or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.

Payment for Consent. The Company shall not, and shall not permit any None of its Subsidiaries tothe Issuers or the Guarantors shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuers and the Guarantors shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or any Guarantees in connection with an exchange offer, the Company and any of its Subsidiaries may to exclude (i) Holders or beneficial owners of the Securities that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) Holders or beneficial owners of the Securities in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws category of such jurisdiction, or Holders where (1) the solicitation of such consent, waiver or amendment fromamendment, including in connection with any tender or exchange offer, or (2) the granting payment of the consideration therefor, could reasonably be interpreted as requiring the Issuers or any Guarantor to file a registration statement, prospectus or similar document under any applicable securities laws or listing requirements (including, but not limited to, the United States federal securities laws and the laws of the European Union or any of its member states), which the Issuers in their sole discretion reasonably determine (acting in good faith) (a) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent documents used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such consent jurisdiction); or waiver, or the approval of (b) such amendment by, Holders or beneficial owners solicitation would otherwise not be permitted under applicable law in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretionor with respect to such category of Holders.

Payment for Consent. The Company shall notNeither the Company, and shall not permit the Co-Issuer nor any of its their Subsidiaries toor Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be paid or agreed to be paid to all Holders and is paid to all Holders that so consent, waive or agree to amend in such term or provision within the time frame period set forth in the solicitation documents relating to such the consent, waiver or agreementamendment. Notwithstanding the foregoing, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, Indenture or the Securities or any Guarantees Notes in connection with an exchange offer, the Company Company, the Co-Issuer and any of its their Subsidiaries and Affiliates may exclude (i) Holders or beneficial owners of the Securities Notes that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act Act, and (ii) Holders or beneficial owners of the Securities Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company Company, the Co-Issuer or any of such Subsidiary Subsidiaries or Affiliates to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.

Payment for Consent. The Company shall notNeither the Company, and shall not permit the Co-Issuer nor any of its their Subsidiaries toor Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that so consent, waive or agree to amend in such term or provision within the time frame period set forth in the solicitation documents relating to such the consent, waiver or agreementamendment. Notwithstanding the foregoing, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, Indenture or the Securities or any Guarantees Notes in connection with an exchange offer, the Company Company, the Co-Issuer and any of its their Subsidiaries and Affiliates may exclude (i) Holders or beneficial owners of the Securities Notes that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act Act, and (ii) Holders or beneficial owners of the Securities Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company Company, the Co-Issuer or any of such Subsidiary Subsidiaries or Affiliates to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.

Payment for Consent. The Company shall will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way consideration to or for the benefit of interest, fee or otherwise, to any Holder and beneficial owner of the Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be all Holders and beneficial owners of the Notes and is paid to all Holders and beneficial owners of the Notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoingamendment; provided that if such consents, any payment of consideration for, waivers or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or any Guarantees amendments are sought in connection with an exchange offer, the Company and any of its Subsidiaries may exclude (i) Holders or beneficial owners offer for all of the Securities that Notes where participation in such exchange offer is limited to holders who are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “or non-U.S. Persons” as defined persons, within the meaning given to such term in Regulation S under the Securities Act, then (i) such consideration need only be offered to all Holders and beneficial owners of the Notes to whom the exchange offer is made and to be paid to all such Holders and beneficial owners of the Notes that consent, waive or institutional “accredited investors” as defined agree to amend in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act such time frame and (ii) no consent, and no consideration, shall be required to be solicited from or paid to Holders or beneficial owners of the Securities Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners of the Notes would require the Company or any such Subsidiary Restricted Subsidiaries to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or beneficial owners of the Notes in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.

Payment for Consent. The Company shall not, and shall not permit any None of its Subsidiaries tothe Issuers or the Guarantors shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuers and the Guarantors shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or any Guarantees in connection with an exchange offer, the Company and any of its Subsidiaries may to exclude (i) Holders or beneficial owners of the Securities that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) Holders or beneficial owners of the Securities in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws category of such jurisdiction, or Holders where (1) the solicitation of such consent, waiver or amendment fromamendment, including in connection with any tender or exchange offer, or (2) the granting payment of the consideration therefor, could reasonably be interpreted as requiring the Issuers or any Guarantor to file a registration statement, prospectus or similar document under any applicable securities laws or listing requirements (including, but not limited to, the United States federal securities laws and the laws of the European Union or any of its member states), which the Issuers in their sole discretion reasonably determine (acting in good faith) (a) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent documents used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such consent jurisdiction); or waiver, or the approval of (b) such amendment by, Holders or beneficial owners solicitation would otherwise not be permitted under applicable law in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretion.or with respect to such category of Holders. Article X GUARANTEES

Payment for Consent. The Company shall will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way consideration to or for the benefit of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities Notes unless such consideration is offered to be paid and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoingamendment; provided that this Section 9.07 shall not be breached if such consents, any payment of consideration for, waivers or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or any Guarantees amendments are sought in connection with an exchange offer, the Company and any of its Subsidiaries may exclude (i) offer where participation in such exchange offer is limited to Holders or beneficial owners of the Securities that who are not “qualified institutional buyers,” as defined in within the meaning of Rule 144A under the Securities Act144A, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors,” as defined in subparagraphs (a)(1within the meaning of Rule 501(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act Act, or non-U.S. persons, within the meaning of Regulation S then such consideration need only be offered to all Holders to whom the exchange offer is made and (ii) Holders or beneficial owners of the Securities in any jurisdiction (other than the United States) where the inclusion of to be paid to all such Holders that consent, waive or beneficial owners would require the Company or any agree to amend in such Subsidiary to comply with the registration requirements time frame. Any Appendix, Schedule, Exhibit or other similar requirements under attachment to the Indenture not amended pursuant to the terms of this Fourth Supplemental Indenture shall remain in effect without any securities laws of such jurisdiction, amendment or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by the Company in its sole discretionother modification thereto.

Payment for Consent. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way consideration to or for the benefit of interest, fee or otherwise, to any Holder holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or of the provisions of this the relevant Indenture or the Securities Notes unless such consideration is offered to be paid and is paid to all Holders holders of Notes that so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuer and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Securities or to exclude holders of Notes in any Guarantees in connection with an exchange offer, the Company and any of its Subsidiaries may exclude jurisdiction where (a) (i) Holders or beneficial owners of the Securities that are not “qualified institutional buyers” as defined in Rule 144A under the Securities Act, “non-U.S. Persons” as defined in Regulation S under the Securities Act, or institutional “accredited investors” as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and (ii) Holders or beneficial owners of the Securities in any jurisdiction (other than the United States) where the inclusion of such Holders or beneficial owners would require the Company or any such Subsidiary to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction, or the solicitation of such consent, waiver or amendment fromamendment, including in connection with an offer to purchase for cash, or (ii) the granting payment of such consent the consideration therefor would require the Issuer or waiverany of its Restricted Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the approval U.S. federal securities laws and the laws of such amendment bythe European Union or its members states), Holders or beneficial owners in such jurisdiction would be unlawful, in each case as determined by which the Company Issuer in its sole discretiondiscretion determines (acting in good faith) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent document(s) used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such jurisdiction) or (b) such solicitation would otherwise not be permitted under applicable law in such jurisdiction.