Common use of Sale/Transfer Clause in Contracts

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the 5 CHI02_60483238_1_208239_00102 Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Collateral Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Collateral Agent and Lenders Buyers arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of four (4) holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Collateral Agent such that any notices and communications to be delivered to the Subordinated Creditors Creditor hereunder and any consents required by Subordinated Creditors Creditor shall be made to or obtained from such agent and shall be binding on each the Subordinated Creditor as if directly obtained from such the Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each the Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders Buyers and Collateral Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each the Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Agent such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor holder of the Shaar Notes shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document Shaar Notes (a) without giving prior written notice of such action to AgentLaurus and Aether, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent Laurus and the Lenders Aether a joinder to this Agreement, or an agreement substantially identical to this Agreement (pursuant to which Aether and acceptable Laurus shall agree to Agent and the Lendersbe bound), in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness Shaar Notes to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights and obligations of Agent Laurus and Lenders Aether arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there the Purchaser Agent or a replacement agent shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting appointed as agent for all the holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated CreditorShaar Notes. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, Shaar Purchasers shall cause the transferee thereof to execute and deliver to Agent Laurus and the Lenders Aether a joinder to this Agreement, or an agreement substantially identical to this Agreement (pursuant to which Aether and acceptable Laurus shall agree to the Lendersbe bound), in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness Shaar Notes to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights and obligations of Lenders Laurus and Agent Aether arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated IndebtednessShaar Notes, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditorthe Shaar Purchasers, as provided in Section 10 16 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of (2) holders of Subordinated Indebtedness on the date hereof Indebtedness, or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Administrative Agent, such that any Senior Default Notices and other notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly delivered to or obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to or substantially contemporaneously with the consummation of any such action, shall cause the transferee thereof to shall execute and deliver to Administrative Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the LendersAgreement, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Administrative Agent and Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Agent such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.the

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this 5 CHI02_60483238_1_208239_00102 Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No The Subordinated Creditor shall not sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note unless following such sale, assignment, disposition or other transfer, there shall either be (i) no more than two (2) holders of Subordinated Indebtedness Document (aprovided, that each holder of Subordinated Indebtedness and its respective affiliates and Related Funds shall be counted as a single holder for purposes of determining compliance with the foregoing limitation), or (ii) without giving prior written notice one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Senior Agent such action that any Senior Default Notices and other notices and communications to Agentbe delivered to the Subordinated Creditor hereunder and any consents required by the Subordinated Creditor shall be made to or obtained from such agent and shall be binding on the Subordinated Creditor as if directly delivered to or obtained from such Subordinated Creditor. In the event of a permitted sale, (b) unless assignment, disposition or other transfer, prior to or substantially contemporaneously with the consummation of any such action, the transferee thereof shall execute and deliver to Senior Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersAgreement, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Senior Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Senior Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each the Subordinated Creditor, as provided in Section 10 below. The Subordinated Agent shall not be required to take any action in furtherance of this Section 2.5.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Collateral Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Collateral Agent and Lenders Buyers arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of four (4) holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Collateral Agent such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each the Subordinated Creditor Creditors as if directly obtained from such the Subordinated CreditorCreditors. In the event of a permitted sale, assignment, disposition or other transfer, each the Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders Buyers and Collateral Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each the Subordinated CreditorCreditors, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Agent such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each the Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No The Subordinated Creditor shall not sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note unless following such sale, assignment, disposition or other transfer, there shall either be (i) no more than two (2) holders of Subordinated Indebtedness Document (aprovided, that each holder of Subordinated Indebtedness and its respective affiliates and Related Funds shall be counted as a single holder for purposes of determining compliance with the foregoing limitation), or (ii) without giving prior written notice one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Senior Agent such action that any Senior Default Notices and other notices and communications to Agentbe delivered to the Subordinated Creditor hereunder and any consents required by the Subordinated Creditor shall be made to or obtained from such agent and shall be binding on the Subordinated Creditor as if directly delivered to or obtained from such Subordinated Creditor. In the event of a permitted sale, (b) unless assignment, disposition or other transfer, prior to or substantially contemporaneously with the consummation of any such action, the transferee thereof shall execute and deliver to Senior Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersAgreement, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Senior Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Senior Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each the Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Collateral Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Collateral Agent and Lenders Buyers arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Collateral Agent such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each the Subordinated Creditor Creditors engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders Buyers and Collateral Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferor and transferee thereof shall execute and deliver to Senior Agent and the Lenders a joinder to this AgreementAgreement in the form of Annex I attached hereto, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersAgreement, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Senior Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below. Notwithstanding the foregoing, no Subordinated Creditor may sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness in the event that after giving effect to any such sale, assignment, disposition or other transfer, there shall be more than five (5) holders of Subordinated Indebtedness, any purported sale, assignment, disposition or other transfer in contravention of this Section 2.5 being null and void, provided, however, that (x) for the purposes of this sentence, holders that are Affiliates of each other shall be deemed to be one holder if they have the same notice address and (y) in the event that the Subordinated Creditors shall have appointed, pursuant to a written document reasonably satisfactory to the Senior Agent, a representative to receive and issue notices under this Agreement and so long as such representative shall continue to be serving in such capacity, the restriction on sales, assignments, dispositions and other transfers in this sentence shall not apply.

Sale/Transfer. No The Subordinated Creditor shall not sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to the Collateral Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to the Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of the Collateral Agent and Lenders the Purchaser arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, the Collateral Agent such that any notices and communications to be delivered to the Subordinated Creditors Creditor hereunder and any consents required by the Subordinated Creditors Creditor shall be made to or obtained from such agent and shall be binding on each the Subordinated Creditor as if directly obtained from such the Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each the Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to the Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders the Purchaser and the Collateral Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each the Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Other than upon the Automatic Conversion or Optional Conversion of the Series B-2 Stock as provided in Section C of the Recitals to this Agreement, no Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Collateral Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Collateral Agent and Lenders Buyers arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, Collateral Agent such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In Other than upon the Automatic Conversion or Optional Conversion of the Series B-2 Stock, in the event of a permitted sale, assignment, disposition or other transfer, each the Subordinated Creditor Creditors engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Collateral Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the LendersCollateral Agent, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders Buyers and Collateral Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.

Sale/Transfer. No Subordinated Creditor shall sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness or any Subordinated Note or other Subordinated Indebtedness Document (a) without giving prior written notice of such action to Agent, (b) unless prior to the consummation of any such action, the transferee thereof shall execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to Agent and the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Agent and Lenders arising under this Agreement and (c) unless following such sale, assignment, pledge, disposition or other transfer, there shall either be (i) no more than two more than the number of holders of Subordinated Indebtedness on the date hereof or (ii) one Person acting as agent for all holders of the Subordinated Indebtedness pursuant to documentation reasonably satisfactory to Agent, such that any notices and communications to be delivered to Subordinated Creditors hereunder and any consents required by Subordinated Creditors shall be made to or obtained from such agent and shall be binding on each Subordinated Creditor as if directly obtained from such Subordinated Creditor. In the event of a permitted sale, assignment, disposition or other transfer, each Subordinated Creditor engaging in such sale, assignment, disposition or other transfer, prior to the consummation of any such action, shall cause the transferee thereof to execute and deliver to Agent and the Lenders a joinder to this Agreement, or an agreement substantially identical to this Agreement and acceptable to the Lenders, in either case providing for the continued subordination and forbearance of the Subordinated Indebtedness to the Senior Indebtedness as provided herein and for the continued effectiveness of all of the rights of Lenders and Agent arising under this Agreement. Notwithstanding the failure to execute or deliver any such agreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness, and the terms of this Agreement shall be binding upon the successors and assigns of each Subordinated Creditor, as provided in Section 10 below.the