Common use of Sale/Transfer Clause in Contracts

Sale/Transfer. Each Subordinated Creditor agrees that it shall not sell, assign, dispose of or otherwise transfer all or any portion of the Subordinated Indebtedness to any other OZ Subsidiary (or, during a Subordination Activation Period, to any Person) unless the assignee shall have executed an agreement in writing in favor of the Senior Creditors agreeing to be bound by the provisions hereof in the same manner and to the same extent as the assigning Subordinated Creditor and shall provide an executed copy of such agreement (which executed copy shall include an address for notices to the assignee) to the Administrative Agent. In the event a Subordinated Creditor shall fail to comply with this section, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness held by such Subordinated Creditor, and the terms of these Agreed Subordination Terms shall be binding upon the successors and assigns of such Subordinated Creditor, as provided in Section 6 below.

Sale/Transfer. Each No Subordinated Creditor agrees that it shall not sell, assign, dispose of or otherwise transfer (each, a “Transfer”) all or any portion of the Subordinated Indebtedness owing to any other OZ Subsidiary (orsuch Subordinated Creditor unless, during a Subordination Activation Period, to any Person) unless the assignee shall have executed an agreement in writing in favor of the Senior Creditors agreeing to be bound by the provisions hereof in the same manner and prior to the same extent consummation of any such action, (a) such Subordinated Creditor shall give Senior Lender at least five (5) Business Days prior written notice of any such Transfer, and (b) the transferee thereof executes and delivers to Senior Lender a written acknowledgement and joinder, in form and detail reasonably satisfactory to Senior Lender, that the transferee is a party to this Agreement as the assigning a Subordinated Creditor and shall provide an executed copy be bound by all of the terms and conditions of this Agreement. Notwithstanding the failure to execute or deliver any such agreement (which executed copy shall include an address for notices to the assignee) to the Administrative Agent. In the event a Subordinated Creditor shall fail to comply with this sectionagreement, the subordination effected hereby shall survive any sale, assignment, disposition or other transfer of all or any portion of the Subordinated Indebtedness held by such Subordinated CreditorIndebtedness, and the terms of these Agreed Subordination Terms this Agreement shall be binding upon the successors and assigns of such any Subordinated Creditor, as provided in Section 6 12 below.