Common use of Transfer of Subordinated Debt Clause in Contracts

Transfer of Subordinated Debt. (a) The Credit Union or its duly appointed agent shall maintain a register (the “Subordinated Securities Register”) for the Subordinated Debt in which it shall register the issuance and transfer of the Subordinated Debt. All transfers of the Subordinated Debt shall be recorded on the Subordinated Securities Register maintained by the Credit Union or its agent, and the Credit Union shall be entitled to regard the registered Holder of such Subordinated Security as the actual owner of the Subordinated Security so registered until the Credit Union or its agent is required to record a transfer of such Subordinated Security on its Subordinated Securities Register. The Credit Union or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Subordinated Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing. (b) The Credit Union shall at any time, upon written request of the Holder of Subordinated Security and surrender of the Subordinated Security for such purpose, at the expense of the Credit Union, issue new Subordinated Debt in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Subordinated Security, in an aggregate principal amount equal to the then unpaid principal amount of the Subordinated Debt surrendered and substantially in the form of Annex A, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Subordinated Security surrendered. All Subordinated Debt issued upon any registration of transfer of exchange pursuant to this Section 6.6(b) shall be valid obligations of the Credit Union, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Subordinated Debt surrendered upon such registration of transfer or exchange. (c) All Subordinated Debt presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Credit Union duly executed by the Holder or such Holder’s attorney duly authorized in writing. (d) No service charge shall be incurred for any exchange or registration of transfer of Subordinated Debt, but the Credit Union may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Subordinated Security, the Credit Union and any agent of the Credit Union may deem and treat the person in whose name such Subordinated Security is registered as the absolute owner and Holder of such Subordinated Security for the purpose of receiving payment of principal of and interest on such Subordinated Security and none of the Credit Union or any agents of the Credit Union shall be affected by notice to the contrary. (f) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Subordinated Debt) shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Subordinated Debt at any time and from time to time, and the Credit Union shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Subordinated Debt, including as set forth in Section 6.5; provided that: (i) The Investor shall not sell any Subordinated Debt if such Transfer would require the Credit Union to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Credit Union was not already subject to such requirements; (ii) Prior to the sale of all or a portion of the Subordinated Debt by the Investor to a third party, the Investor shall deliver to the Credit Union a notice (“ROFR Notice”) setting forth the aggregate principal amount of Subordinated Debt proposed to be sold (the “Offered Securities”) and the cash purchase price thereof (which shall reflect a valuation of the Subordinated Debt by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Securities. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Credit Union (the “Review Period”), the Credit Union shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Securities and irrevocably offering to purchase such number of Offered Securities on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Credit Union’s Appropriate Supervisory Authority. If the Credit Union does not deliver a Response Notice in accordance with this Section 6.6(f) prior to the expiration of the Review Period, then the Credit Union will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Securities to a third party on the terms reflected in the ROFR Notice; (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding Capital Interests to a single third party without the Credit Union’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Credit Union (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Subordinated Debt for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.7(b), the Investor shall not sell the Subordinated Debt to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary (as defined in the Subordinated Security) without the prior consent of the Credit Union (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.7(b), the Investor shall provide the Credit Union eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Subordinated Debt to a third party other than an Eligible Nonprofit. (g) In furtherance of the foregoing, the Credit Union shall provide reasonable cooperation to facilitate any Transfers of the Subordinated Debt, including, as is reasonable under the circumstances, by furnishing such information concerning the Credit Union and its business as a proposed transferee may reasonably request and making management of the Credit Union reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.6 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.

Transfer of Subordinated Debt. (a) The Credit Union Recipient or its duly appointed agent shall maintain a register (the “Subordinated Securities Register”) for the Subordinated Debt in which it shall register the issuance and transfer of the Subordinated Debt. All transfers of the Subordinated Debt shall be recorded on the Subordinated Securities Register maintained by the Credit Union Recipient or its agent, and the Credit Union Recipient shall be entitled to regard the registered Holder of such Subordinated Security as the actual owner of the Subordinated Security so registered until the Credit Union Recipient or its agent is required to record a transfer of such Subordinated Security on its Subordinated Securities Register. The Credit Union Recipient or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Subordinated Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing. (b) The Credit Union Recipient shall at any time, upon written request of the Holder of a Subordinated Security and surrender of the Subordinated Security for such purpose, at the expense of the Credit UnionRecipient, issue new Subordinated Debt in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Subordinated Security, in an aggregate principal amount equal to the then unpaid principal amount of the Subordinated Debt surrendered and substantially in the form of Annex A, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Subordinated Security surrendered. All Subordinated Debt issued upon any registration of transfer of exchange pursuant to this Section 6.6(b) shall be valid obligations of the Credit UnionRecipient, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Subordinated Debt surrendered upon such registration of transfer or exchange. (c) All Subordinated Debt presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Credit Union Recipient duly executed by the Holder or such Holder’s attorney duly authorized in writing. (d) No service charge shall be incurred for any exchange or registration of transfer of Subordinated Debt, but the Credit Union Recipient may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Subordinated Security, the Credit Union Recipient and any agent of the Credit Union Recipient may deem and treat the person in whose name such Subordinated Security is registered as the absolute owner and Holder of such Subordinated Security for the purpose of receiving payment of principal of and interest on such Subordinated Security and none of the Credit Union Recipient or any agents of the Credit Union Recipient shall be affected by notice to the contrary. (f) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Subordinated Debt) shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Subordinated Debt at any time and from time to time, and the Credit Union Recipient shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Subordinated Debt, including as set forth in Section 6.5; 6.9, provided that: (i) The Investor shall not sell Transfer any Subordinated Debt if such Transfer would (A) require the Credit Union Recipient to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Credit Union Recipient was not already subject to such requirements, or (B) if the Recipient is a national bank or federal savings association, require the Recipient to register the securities under Part 16; (ii) Prior to the sale of all or a portion of the Subordinated Debt by the Investor to a third party, the Investor shall deliver to the Credit Union Recipient a notice (“ROFR Notice”) setting forth the aggregate principal amount of Subordinated Debt proposed to be sold (the “Offered Securities”) and the cash purchase price thereof (which shall reflect a valuation of the Subordinated Debt by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Securities. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Credit Union Recipient (the “Review Period”), the Credit Union Recipient shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Securities and irrevocably offering to purchase such number of Offered Securities on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Credit UnionRecipient’s Appropriate Supervisory AuthorityFederal Banking Agency. If the Credit Union Recipient does not deliver a Response Notice in accordance with this Section 6.6(f6.6(f)(ii) prior to the expiration of the Review Period, then the Credit Union Recipient will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Securities to a third party on the terms reflected in the ROFR Notice;. (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding Capital Interests obligations referred to in clause (iii) of the definition of “Indebtedness” to a single third party without the Credit UnionRecipient’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Credit Union Recipient (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Subordinated Debt for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.7(b5.8(b), the Investor shall not sell the Subordinated Debt to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary (as defined in the Subordinated Security) without the prior consent of the Credit Union Recipient (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.7(b5.8(b), the Investor shall provide the Credit Union Recipient eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Subordinated Debt to a third party other than an Eligible Nonprofit. (g) In furtherance of the foregoing, the Credit Union Recipient shall provide reasonable cooperation to facilitate any Transfers of the Subordinated Debt, including, as is reasonable under the circumstances, by furnishing such information concerning the Credit Union Recipient and its business as a proposed transferee may reasonably request and making management of the Credit Union Recipient reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.6 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.

Transfer of Subordinated Debt. ‌ (a) The Credit Union or its duly appointed agent shall maintain a register (the “Subordinated Securities Register”) for the Subordinated Debt in which it shall register the issuance and transfer of the Subordinated Debt. All transfers of the Subordinated Debt shall be recorded on the Subordinated Securities Register maintained by the Credit Union or its agent, and the Credit Union shall be entitled to regard the registered Holder of such Subordinated Security as the actual owner of the Subordinated Security so registered until the Credit Union or its agent is required to record a transfer of such Subordinated Security on its Subordinated Securities Register. The Credit Union or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Subordinated Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing.writing.‌ (b) The Credit Union shall at any time, upon written request of the Holder of Subordinated Security and surrender of the Subordinated Security for such purpose, at the expense of the Credit Union, issue new Subordinated Debt in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Subordinated Security, in an aggregate principal amount equal to the then unpaid principal amount of the Subordinated Debt surrendered and substantially in the form of Annex A, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Subordinated Security surrendered. All Subordinated Debt issued upon any registration of transfer of exchange pursuant to this Section 6.6(b) shall be valid obligations of the Credit Union, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Subordinated Debt surrendered upon such registration of transfer or exchange.exchange.‌‌‌ (c) All Subordinated Debt presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Credit Union duly executed by the Holder or such Holder’s attorney duly authorized in writing. (d) No service charge shall be incurred for any exchange or registration of transfer of Subordinated Debt, but the Credit Union may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Subordinated Security, the Credit Union and any agent of the Credit Union may deem and treat the person in whose name such Subordinated Security is registered as the absolute owner and Holder of such Subordinated Security for the purpose of receiving payment of principal of and interest on such Subordinated Security and none of the Credit Union or any agents of the Credit Union shall be affected by notice to the contrary. (f) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Subordinated Debt) shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Subordinated Debt at any time and from time to time, and the Credit Union shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Subordinated Debt, including as set forth in Section 6.5; provided that:that:‌‌‌‌‌‌ (i) The Investor shall not sell any Subordinated Debt if such Transfer would require the Credit Union to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Credit Union was not already subject to such requirements; (ii) Prior to the sale of all or a portion of the Subordinated Debt by the Investor to a third party, the Investor shall deliver to the Credit Union a notice (“ROFR Notice”) setting forth the aggregate principal amount of Subordinated Debt proposed to be sold (the “Offered Securities”) and the cash purchase price thereof (which shall reflect a valuation of the Subordinated Debt by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Securities. Within ten ten‌ (10) days from the date the Investor delivers the ROFR Notice to the Credit Union (the “Review Period”), the Credit Union shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Securities and irrevocably offering to purchase such number of Offered Securities on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Credit Union’s Appropriate Supervisory Authority. If the Credit Union does not deliver a Response Notice in accordance with this Section 6.6(f) prior to the expiration of the Review Period, then the Credit Union will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Securities to a third party on the terms reflected in the ROFR Notice;Notice;‌ (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding Capital Interests to a single third party without the Credit Union’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Credit Union (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Subordinated Debt for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); andand‌ (v) Subject to Section 5.7(b), the Investor shall not sell the Subordinated Debt to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary (as defined in the Subordinated Security) without the prior consent of the Credit Union (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.7(b), the Investor shall provide the Credit Union eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Subordinated Debt to a third party other than an Eligible Nonprofit.Nonprofit.‌‌‌‌ (g) In furtherance of the foregoing, the Credit Union shall provide reasonable cooperation to facilitate any Transfers of the Subordinated Debt, including, as is reasonable under the circumstances, by furnishing such information concerning the Credit Union and its business as a proposed transferee may reasonably request and making management of the Credit Union reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.6 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.Investor.‌‌‌‌

Transfer of Subordinated Debt. ‌ (a) The Credit Union or its duly appointed agent shall maintain a register (the “Subordinated Securities Register”) for the Subordinated Debt in which it shall register the issuance and transfer of the Subordinated Debt. All transfers of the Subordinated Debt shall be recorded on the Subordinated Securities Register maintained by the Credit Union or its agent, and the Credit Union shall be entitled to regard the registered Holder of such Subordinated Security as the actual owner of the Subordinated Security so registered until the Credit Union or its agent is required to record a transfer of such Subordinated Security on its Subordinated Securities Register. The Credit Union or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Subordinated Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing.writing.‌ (b) The Credit Union shall at any time, upon written request of the Holder of Subordinated Security and surrender of the Subordinated Security for such purpose, at the expense of the Credit Union, issue new Subordinated Debt in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Subordinated Security, in an aggregate principal amount equal to the then unpaid principal amount of the Subordinated Debt surrendered and substantially in the form of Annex A, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Subordinated Security surrendered. All Subordinated Debt issued upon any registration of transfer of exchange pursuant to this Section 6.6(b) shall be valid obligations of the Credit Union, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Subordinated Debt surrendered upon such registration of transfer or exchange.exchange.‌‌‌ (c) All Subordinated Debt presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Credit Union duly executed by the Holder or such Holder’s attorney duly authorized in writing.writing.‌‌ (d) No service charge shall be incurred for any exchange or registration of transfer of Subordinated Debt, but the Credit Union may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Subordinated Security, the Credit Union and any agent of the Credit Union may deem and treat the person in whose name such Subordinated Security is registered as the absolute owner and Holder of such Subordinated Security for the purpose of receiving payment of principal of and interest on such Subordinated Security and none of the Credit Union or any agents of the Credit Union shall be affected by notice to the contrary. (f) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Subordinated Debt) shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Subordinated Debt at any time and from time to time, and the Credit Union shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Subordinated Debt, including as set forth in Section 6.5; provided that:that:‌‌‌ (i) The Investor shall not sell any Subordinated Debt if such Transfer would require the Credit Union to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Credit Union was not already subject to such requirements; (ii) Prior to the sale of all or a portion of the Subordinated Debt by the Investor to a third party, the Investor shall deliver to the Credit Union a notice (“ROFR Notice”) setting forth the aggregate principal amount of Subordinated Debt proposed to be sold (the “Offered Securities”) and the cash purchase price thereof (which shall reflect a valuation of the Subordinated Debt by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Securities. Within ten ten‌ (10) days from the date the Investor delivers the ROFR Notice to the Credit Union (the “Review Period”), the Credit Union shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Securities and irrevocably offering to purchase such number of Offered Securities on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Credit Union’s Appropriate Supervisory Authority. If the Credit Union does not deliver a Response Notice in accordance with this Section 6.6(f) prior to the expiration of the Review Period, then the Credit Union will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Securities to a third party on the terms reflected in the ROFR Notice;Notice;‌ (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding Capital Interests to a single third party without the Credit Union’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Credit Union (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Subordinated Debt for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); andand‌‌‌ (v) Subject to Section 5.7(b), the Investor shall not sell the Subordinated Debt to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary (as defined in the Subordinated Security) without the prior consent of the Credit Union (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.7(b), the Investor shall provide the Credit Union eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Subordinated Debt to a third party other than an Eligible Nonprofit.Nonprofit.‌‌‌‌‌ (g) In furtherance of the foregoing, the Credit Union shall provide reasonable cooperation to facilitate any Transfers of the Subordinated Debt, including, as is reasonable under the circumstances, by furnishing such information concerning the Credit Union and its business as a proposed transferee may reasonably request and making management of the Credit Union reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.6 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.Investor.‌‌

Transfer of Subordinated Debt. (a) The Credit Union Recipient or its duly appointed agent shall maintain a register (the “Subordinated Securities Register”) for the Subordinated Debt in which it shall register the issuance and transfer of the Subordinated Debt. All transfers of the Subordinated Debt shall be recorded on the Subordinated Securities Register maintained by the Credit Union Recipient or its agent, and the Credit Union Recipient shall be entitled to regard the registered Holder of such eachsuch Subordinated Security as the actual owner of the Subordinated Security so registered until the Credit Union Recipient or its agent is required to record a transfer of such Subordinated Security on its Subordinated Securities Register. The Credit Union Recipient or its agent shall, subject to applicable securities laws, be required to record any such transfer when it receives the Subordinated Security to be transferred duly and properly endorsed by the registered Holder or by its attorney duly authorized in writing. (b) The Credit Union Recipient shall at any time, upon written request of the Holder of a Subordinated Security and surrender of the Subordinated Security for such purpose, at the expense of the Credit UnionRecipient, issue new Subordinated Debt in exchange therefor in such denominations of at least $1,000, as shall be specified by the Holder of such Subordinated Security, in an aggregate principal amount equal to the then unpaid principal amount of the Subordinated Debt surrendered and substantially in the form of Annex A, with appropriate insertions and variations, and bearing interest from the date to which interest has been paid on the Subordinated Security surrendered. All Subordinated Debt issued upon any registration of transfer of exchange pursuant to this Section 6.6(b) shall be valid obligations of the Credit UnionRecipient, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Subordinated Debt surrendered upon such registration of transfer or exchange. (c) All Subordinated Debt presented for registration of transfer or for exchange or payment shall be duly endorsed by, or be accompanied by, a written instrument or instruments of transfer in a form satisfactory to the Credit Union Recipient duly executed by the Holder or such Holder’s attorney duly authorized in writing. (d) No service charge shall be incurred for any exchange or registration of transfer of Subordinated Debt, but the Credit Union Recipient may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection therewith. (e) Prior to due presentment for the registration of a transfer of any Subordinated Security, the Credit Union Recipient and any agent of the Credit Union Recipient may deem and treat the person in whose name such Subordinated Security is registered as the absolute owner and Holder of such Subordinated Security for the purpose of receiving payment of principal of and interest on such Subordinated Security and none of the Credit Union Recipient or any agents of the Credit Union Recipient shall be affected by notice to the contrary. (f) Subject to compliance with applicable law, the Investor (and any investment vehicles established and used by the Investor to purchase, hold, and sell Subordinated Debt) shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Subordinated Debt at any time and from time to time, and the Credit Union Recipient shall take all steps as may be reasonably requested by the Investor to facilitate the sale of the Subordinated Debt, including as set forth in Section 6.5; 6.9, provided that: (i) The Investor shall not sell Transfer any Subordinated Debt if such Transfer would (A) require the Credit Union Recipient to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Exchange Act and the Credit Union Recipient was not already subject to such requirements, or (B) if the Recipient is a national bank or federal savings association, require the Recipient to register the securities under Part 16; (ii) Prior to the sale of all or a portion of the Subordinated Debt by the Investor to a third party, the Investor shall deliver to the Credit Union Recipient a notice (“ROFR Notice”) setting forth the aggregate principal amount of Subordinated Debt proposed to be sold (the “Offered Securities”) and the cash purchase price thereof (which shall reflect a valuation of the Subordinated Debt by an independent third party) (the “Offer Price”) and other terms and conditions on which the Investor proposes to sell the Offered Securities. Within ten (10) days from the date the Investor delivers the ROFR Notice to the Credit Union Recipient (the “Review Period”), the Credit Union Recipient shall deliver to the Investor a written notice (a “Response Notice”) stating whether it elects to purchase all the Offered Securities and irrevocably offering to purchase such number of Offered Securities on the terms contained in the ROFR Notice, which purchase shall, as applicable, be conditional upon receipt of prior approval from the Credit UnionRecipient’s Appropriate Supervisory AuthorityFederal Banking Agency. If the Credit Union Recipient does not deliver a Response Notice in accordance with this Section 6.6(f6.6(f)(ii) prior to the expiration of the Review Period, then the Credit Union Recipient will be deemed to have elected not to exercise the right of first refusal specified in the ROFR Notice and the Investor shall be free to sell the Offered Securities to a third party on the terms reflected in the ROFR Notice;. (iii) The Investor shall not sell more than twenty-five percent (25%) of the outstanding Capital Interests obligations referred to in clause (iii) of the definition of “Indebtedness” to a single third party without the Credit UnionRecipient’s consent, which may not be unreasonably delayed, conditioned or withheld; (iv) With the prior consent of the Credit Union Recipient (which may not be unreasonably delayed, conditioned or withheld), the Investor may Transfer all or a portion of the Subordinated Debt for no consideration or for a de minimis amount to a mission-aligned nonprofit Affiliate of an Eligible Financial Institution participating in the ECIP that is an Insured CDFI (an “Eligible Nonprofit”); and (v) Subject to Section 5.7(b5.8(b), the Investor shall not sell the Subordinated Debt to a third party (other than to an Eligible Nonprofit) prior to the Tenth Anniversary (as defined in the Subordinated Security) without the prior consent of the Credit Union Recipient (which may not be unreasonably delayed, conditioned or withheld). In addition, subject to Section 5.7(b5.8(b), the Investor shall provide the Credit Union Recipient eighteen (18) months’ advance notice of the Investor’s intent to Transfer the Subordinated Debt to a third party other than an Eligible Nonprofit. (g) In furtherance of the foregoing, the Credit Union Recipient shall provide reasonable cooperation to facilitate any Transfers of the Subordinated Debt, including, as is reasonable under the circumstances, by furnishing such information concerning the Credit Union Recipient and its business as a proposed transferee may reasonably request and making management of the Credit Union Recipient reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement. For the avoidance of doubt, the term “third party” as used in this Section 6.6 shall not refer to an investment vehicle or other entity controlled by the Investor, or to any Affiliate of the Investor.