Common use of Secondary Market Transactions Clause in Contracts

Secondary Market Transactions. Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with such Secondary Market Transactions, the Company shall cooperate with eligible Purchasers and otherwise reasonably assist eligible Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with such Secondary Market Transactions. Each eligible Purchaser shall bear the cost and expenses of any such Secondary Market Transaction provided that the Company shall bear the costs and expenses for any such Secondary Market Transactions that represent a principal amount of at least $5,000,000, but in no event shall the Company be required to incur more than $10,000 in costs or expenses in the aggregate for all Purchasers, in connection therewith. Subject to the terms of future confidentiality agreements which will be entered into in connection with the receipt of confidential information at that time, information regarding the Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with such Secondary Market Transaction. Purchaser shall cause any Person to whom Purchaser wishes to deliver confidential Company information related to the Secondary Market Transaction to execute and deliver to Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person, subject to the terms of any applicable non-disclosure agreement.

Secondary Market Transactions. Each The Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market TransactionsTransaction, the Company shall reasonably cooperate with eligible Purchasers the Purchaser and otherwise reasonably assist eligible Purchasers the Purchaser in satisfying the market standards to which Purchasers the Purchaser customarily adhere adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market TransactionsTransaction. Each eligible Purchaser shall bear the cost and expenses of any such Secondary Market Transaction provided Transaction; provided, that the Company shall bear the costs and expenses for any such Secondary Market Transactions that represent a principal amount of at least $5,000,000, but in no event shall the Company be required to incur more than $10,000 7,500 in costs or expenses per Purchaser or $30,000 in the aggregate for all Purchasers, Purchasers in connection therewith. Subject to the terms of future confidentiality agreements which will be entered into in connection with the receipt of confidential information at that time, information regarding the Company may be furnishedfurnished without liability, without liability except in the case of gross negligence or willful misconduct, to any the Purchaser and to any Person reasonably deemed necessary by the Purchaser in connection with such Secondary Market Transaction. The Purchaser shall cause any Person to whom the Purchaser wishes to deliver confidential Company information related to the Secondary Market Transaction to execute and deliver to the Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which the Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to the Company or the Subordinated Notes may be retained by any such Person, subject to the terms of any applicable non-disclosure agreement.

Secondary Market Transactions. Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Senior Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Senior Notes (each such securitization is referred to herein as a “Secondary Market Transaction”), provided, however, that the amount of Senior Notes used in any such Secondary Market Transaction shall be limited to an amount that will not cause Borrower to be deemed a co-issuer or a party whose financial or other information is required to be included in the offering materials or other reports relating to such securitization. In connection with any such Secondary Market TransactionsTransaction, the Company Purchaser shall give Borrower prior written notice thereof and Borrower shall reasonably cooperate with eligible Purchasers Purchaser and otherwise reasonably assist eligible Purchasers Purchaser in satisfying the market standards to which Purchasers Purchaser customarily adhere adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with such Secondary Market Transactions. Each eligible Purchaser shall bear the cost and expenses of any such Secondary Market Transaction provided that the Company shall bear the costs and expenses for any such Secondary Market Transactions that represent a principal amount of at least $5,000,000Transaction, but in no event shall the Company Borrower be required to incur more than $10,000 in any costs or expenses in the aggregate for all Purchasers, in connection therewith. Subject to any written confidentiality obligation, including the terms of future confidentiality agreements which will be entered into in connection with the receipt of confidential information at that timeany nondisclosure agreement between Purchaser and Borrower, all information regarding the Company Borrower may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and furnished to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. Purchaser shall cause any Person to whom Purchaser wishes to deliver confidential Company information related to the Secondary Market Transaction to execute and deliver to Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to Company Borrower or the Subordinated Senior Notes may be retained by any such Person, Person subject to the terms of any applicable non-disclosure agreementnondisclosure agreement between Purchaser and Borrower.

Secondary Market Transactions. Each To the extent and so long as not violative of Section 6.4, subject to Section 6.7 and its compliance with all applicable securities and other laws, rules, and regulations, each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market TransactionsTransaction, the Company shall reasonably cooperate with eligible the Purchasers and otherwise reasonably assist eligible the Purchasers in satisfying the market standards to which Purchasers customarily adhere or which that may be reasonably required in the marketplace or by applicable rating agencies in connection with such Secondary Market Transactions. Each eligible Purchaser shall bear be responsible for the cost and expenses of any such Secondary Market Transaction provided that the Company shall bear the costs and expenses for any such Secondary Market Transactions that represent a principal amount of at least $5,000,000, but in no event shall the Company be required to incur more than $10,000 in costs or expenses in the aggregate for all Purchasers, in connection therewithTransaction. Subject to any Company, Bank, or other Company Subsidiary confidentiality obligations, including the terms of future confidentiality agreements which will be entered into in connection with any non-disclosure agreement between the receipt of confidential information at that timePurchaser and Company, Purchaser may furnish information regarding the Company may be furnishedCompany, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by a Purchaser in connection with such Secondary Market Transaction. Each Purchaser shall cause any Person to whom such Purchaser wishes to deliver confidential Company information related to the Secondary Market Transaction to execute and deliver to Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which Company is a third party beneficiary. All documents, financial statements, appraisals appraisals, and other data relevant to Company or the Subordinated Notes Notes, may be retained by any such Person, subject to the terms of any applicable non-disclosure agreement.

Secondary Market Transactions. Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market TransactionsTransaction, the Company shall reasonably cooperate with eligible the Purchasers and otherwise reasonably assist eligible the Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with such Secondary Market Transactions. Each eligible Purchaser shall bear be responsible for the cost and expenses of any such Secondary Market Transaction, except that for any Secondary Market Transaction provided that represents an aggregate principal amount of Subordinated Notes of at least $5,000,000, the Company shall bear the costs and expenses for any such Secondary Market Transactions that represent a incurred by each Purchaser participating therein that, together with its Affiliates, purchases at least $10,000,000 in aggregate principal amount of at least Subordinated Notes pursuant to this Agreement (each, an “Eligible Purchaser”); provided that Company’s obligation to bear such costs and expenses shall be limited to, and shall not exceed, $5,000,000, but in no event shall the Company be required to incur more than $10,000 in costs or expenses 5,000 in the aggregate for all Eligible Purchasers, in connection therewith. Subject to the terms of future any written confidentiality agreements which will be obligations, whether entered into in connection with the receipt of confidential information at that timetime or otherwise, information regarding the Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by a Purchaser in connection with such Secondary Market Transaction. Each Purchaser shall cause any Person to whom such Purchaser wishes to deliver confidential Company information related to the Secondary Market Transaction to execute and deliver to Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person, subject to the terms of any applicable non-disclosure agreement.

Secondary Market Transactions. Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market TransactionsTransaction, the Company shall reasonably cooperate with eligible the Purchasers and otherwise reasonably assist eligible the Purchasers in satisfying the market standards to which the Purchasers customarily adhere adheres or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market TransactionsTransaction. Each eligible Purchaser shall bear the cost and expenses of any such Secondary Market Transaction provided Transaction; provided, that the Company shall bear the costs and expenses for any such Secondary Market Transactions that represent a principal amount of at least $5,000,000, but in no event shall the Company be required to incur more than $10,000 7,500 in costs or expenses per Purchaser or $30,000 in the aggregate for all Purchasers, Purchasers in connection therewith. Subject to the terms of future confidentiality agreements which will be entered into in connection with the receipt of confidential information at that time, information regarding the Company or the Parent may be furnishedfurnished without liability, without liability except in the case of gross negligence or willful misconduct, to any Purchaser the Purchasers and to any Person reasonably deemed necessary by Purchaser the Purchasers in connection with such Secondary Market Transaction. Each Purchaser shall cause any Person to whom such Purchaser wishes to deliver confidential Company or Parent information related to the Secondary Market Transaction to execute and deliver to the Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which the Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to the Company or the Subordinated Parent or the Notes may be retained by any such Person, subject to the terms of any applicable non-disclosure agreement.