Common use of Board Reserved Matters Clause in Contracts

Board Reserved Matters. (a) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the Board Reserved Matters) without the affirmative vote of a majority of the Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by the terms of this Agreement): (i) the entry into, or amendment or termination of, any contract or other agreement in an amount exceeding $250 million; (ii) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any Subsidiary of the Company with an aggregate fair market value in excess of $250 million; (iii) the institution or settlement by the Company or any of its Subsidiaries of any litigation or arbitration with an amount in controversy in excess of $250 million; (iv) the declaration or payment of dividends or other distributions in respect of the shares of the Company; (v) except as required by changes in Law or GAAP (as approved by the Company’s outside auditors), any change to the material accounting policies of the Company; (vi) except (i) as required by changes in Law or (ii) changes which are consistent with changes to the Tax policies or positions of Affiliates of the Company in the United States (which changes are not adopted by such Affiliates of the Company for the purpose of adversely affecting the Company or its shareholders), any change to the material Tax policies or positions of the Company; (vii) any change in the compensation of members of the Board in their capacity as Directors; (viii) any investment by the Company or any of its Subsidiaries in, or the acquisition of, any material assets or entity (other than investments in wholly-owned Subsidiaries), whether in a single transaction or a series of related transactions, or the entry by the Company or any of its Subsidiaries into any joint ventures, partnerships or similar arrangements, in an aggregate amount in excess of $250 million; (ix) the incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money or the assumption of any obligations (fixed or contingent), whether in a single transaction or a series of related transactions, with a principal amount in excess of $500 million; (x) the approval of any annual budget of the Company; (xi) any issuance of equity or equity linked Securities by the Company other than pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5; (xii) the hiring or removal of the chief financial officer of the Company; (xiii) any change in the compensation of the executive officers of the Company (other than the Chief Executive Officer and the President and Chief Commercial Officer of the Company); (xiv) the adoption, modification or termination of any equity-based incentive plan, other than any equity-based incentive plan approved prior to the date of this Agreement; and (xv) any amendment to the memorandum and articles of association of the Company that would change (A) the authorized share capital of the Company (except in connection with an issuance of equity or equity linked Securities by the Company pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5) including the creation or issuance of any new class or series of shares either (I) having separate class or disproportionate voting rights or (II) ranking senior to the Shares as to dividends or upon liquidation or (B) the rights of any holders of Shares in a manner adverse to such. (b) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the PI Board Reserved Matters) without the affirmative vote of a majority of the Directors constituting the Bohai Director and the Majority Sponsor Directors (excluding any Majority Sponsor Director and Bohai Director explicitly prevented from voting with respect to such matter by the terms of this Agreement): (i) the entry by the Company or any of its Subsidiaries into any new business lines; and (ii) any transactions with Affiliates of the Company; provided, however, that this paragraph (ii) will not apply to the following: (A) transactions in effect as of the date of this Agreement; (B) transactions entered into in accordance with and as specifically permitted by this Agreement; (C) transactions or series of related transactions in the ordinary course of business on arm’s length terms involving aggregate payments or consideration of less than $250 million; (D) transactions with Affiliates involving the provision or receipt of customary intercompany services, in each case in the ordinary course of business and on terms at least as favorable to the Company and its Subsidiaries (A) as would reasonably have been obtained at such time from an unrelated person on an arm’s-length basis, and (B) as are made available to or received by the Company’s other Affiliates; (E) the payment of reasonable and customary fees and compensation to, and indemnities provided on behalf of, officers or directors of the Company or any of its Subsidiaries, subject in each case to paragraph (xi) of Section 2.5(a); (F) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business, subject in each case to paragraphs (a)(vii), (a)(xii), and (a)(xiii) of this Section 2.5; and (G) transactions between or among the Company and any of its Subsidiaries. In the event that any of the any foregoing matters under paragraph (b)(i) and (b)(ii) are as a result of a Change of Control Transaction in accordance with the terms of this Agreement, then approval of such matters under Section 2.5(b) shall not include the Bohai Director and shall only require the affirmative vote of a majority of the Directors constituting the Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by the terms of this Agreement), unless any of the proposed actions would Discriminate against Bohai, at which time the Bohai Director shall be permitted to vote on such matters. (c) A Majority Sponsor Director or the Bohai Director shall abstain from the vote of the Board on any transaction between the Company and an Affiliate of the Company if Bohai or the Sponsor that appointed such Director, or any Affiliate thereof (excluding the Company and its Subsidiaries), is a party to such transaction. This paragraph (c) shall not apply to any vote of the Board on: (i) the Directors’ fees and expenses; or (ii) the transactions contemplated by Article 4.

Board Reserved Matters. (a) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the Board Reserved Matters) without the affirmative vote of a majority of the Majority Sponsor Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by the terms of this Agreement): (i) the entry into, or amendment or termination of, any contract or other agreement in an amount exceeding $250 million; (ii) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any Subsidiary of the Company with an aggregate fair market value in excess of $250 million; (iii) the institution or settlement by the Company or any of its Subsidiaries of any litigation or arbitration with an amount in controversy in excess of $250 million; (iv) the declaration or payment of dividends or other distributions in respect of the shares of the Company; (v) except as required by changes in Law or GAAP (as approved by the Company’s outside auditors), any change to the material accounting policies of the Company; (vi) except (i) as required by changes in Law or (ii) changes which are consistent with changes to the Tax policies or positions of Affiliates of the Company in the United States (which changes are not adopted by such Affiliates of the Company for the purpose of adversely affecting the Company or its shareholders), any change to the material Tax policies or positions of the Company; (vii) any change in the compensation of members of the Board in their capacity as Directors; (viii) any investment by the Company or any of its Subsidiaries in, or the acquisition of, any material assets or entity (other than investments in wholly-owned Subsidiaries), whether in a single transaction or a series of related transactions, or the entry by the Company or any of its Subsidiaries into any joint ventures, partnerships or similar arrangements, in an aggregate amount in excess of $250 million; (ix) the entry by the Company or any of its Subsidiaries into any new business lines; (x) the incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money or the assumption of any obligations (fixed or contingent), whether in a single transaction or a series of related transactions, with a principal amount in excess of $500 million; (xxi) the approval of any annual budget of the Company; (xi) any issuance of equity or equity linked Securities by the Company other than pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5; (xii) the hiring or removal of the chief financial officer of the Company; (xiii) any change in the compensation of the executive officers of the Company (other than the Chief Executive Officer and the President and Chief Commercial Officer of the Company); (xiv) the adoption, modification or termination of any equity-based incentive plan, other than any equity-based incentive plan approved prior to the date of this Agreement; and (xv) any amendment to the memorandum and articles of association of the Company that would change (A) the authorized share capital of the Company (except in connection with an issuance of equity or equity linked Securities by the Company pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5) including the creation or issuance of any new class or series of shares either (I) having separate class or disproportionate voting rights or (II) ranking senior to the Shares as to dividends or upon liquidation or (B) the rights of any holders of Shares in a manner adverse to such. (b) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the PI Board Reserved Matters) without the affirmative vote of a majority of the Directors constituting the Bohai Director and the Majority Sponsor Directors (excluding any Majority Sponsor Director and Bohai Director explicitly prevented from voting with respect to such matter by the terms of this Agreement): (i) the entry by the Company or any of its Subsidiaries into any new business lines; and (ii) any transactions with Affiliates of the Company; provided, however, that this paragraph (iixii) will not apply to the following: (A) transactions in effect as of the date of this Agreement; (B) transactions entered into in accordance with and as specifically permitted by this Agreement; (C) transactions or series of related transactions in the ordinary course of business on arm’s length terms involving aggregate payments or consideration of less than $250 million; (D) transactions with Affiliates involving the provision or receipt of customary intercompany services, in each case in the ordinary course of business and on terms at least as favorable to the Company and its Subsidiaries (A) as would reasonably have been obtained at such time from an unrelated person on an arm’s-length basis, and (B) as are made available to or received by the Company’s other Affiliates; (E) the payment of reasonable and customary fees and compensation to, and indemnities provided on behalf of, officers or directors of the Company or any of its Subsidiaries, subject in each case to paragraph (xixiii) of this Section 2.5(a)2.5; (F) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business, subject in each case to paragraphs (a)(viivii), (a)(xiixiv), and (a)(xiiixv) of this Section 2.5; and (G) transactions between or among the Company and any of its Subsidiaries. In ; (xiii) any issuance of equity or equity linked Securities by the event that any Company other than pursuant to equity-based compensation plans approved pursuant to paragraph (xvi) of this Section 2.5; (xiv) the hiring or removal of the chief financial officer of the Company; (xv) any foregoing matters under paragraph change in the compensation of the executive officers of the Company (b)(iother than the Chief Executive Officer and the President and Chief Commercial Officer of the Company); (xvi) and (b)(ii) are as a result the adoption, modification or termination of a Change of Control Transaction in accordance with any equity-based incentive plan, other than any equity-based incentive plan approved prior to the terms date of this Agreement, then approval ; and (xvii) any amendment to the memorandum and articles of such matters under Section 2.5(b) shall not include the Bohai Director and shall only require the affirmative vote of a majority association of the Directors constituting Company that would change (A) the Majority Sponsor Directors authorized share capital of the Company (excluding any Majority Sponsor Director explicitly prevented from voting except in connection with respect to such matter an issuance of equity or equity linked Securities by the terms Company pursuant to equity-based compensation plans approved pursuant to paragraph (xvi) of this Agreement), unless Section 2.5) including the creation or issuance of any new class or series of shares either (I) having separate class or disproportionate voting rights or (II) ranking senior to the proposed actions would Discriminate against Bohai, at which time Shares as to dividends or upon liquidation or (B) the Bohai Director shall be permitted rights of any holders of Shares in a manner adverse to vote on such matterssuch. (cb) A Majority Sponsor Director or the Bohai Director shall abstain from the vote of the Board on any transaction between the Company and an Affiliate of the Company if Bohai or the Sponsor that appointed such Director, ; or any Affiliate thereof (excluding the Company and its Subsidiaries), is a party to such transaction. This paragraph (cb) shall not apply to any vote of the Board on: (i) the Directors’ fees and expenses; or (ii) the transactions contemplated by Article 4.

Board Reserved Matters. (a) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the The Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the “Board Reserved Matters”) without the affirmative vote of a majority of the Majority Sponsor SHUSA Directors (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter by and a majority of the terms of this Agreement):Investor Group Directors: (i) the The entry into, or amendment or termination of, any contract or other agreement in an amount exceeding $250 30.0 million;. (ii) the The sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Company or any Subsidiary of the Company with an aggregate fair market value in excess of $250 50.0 million (or in the case of sales of loan pools and similar portfolio assets in the ordinary course of business, $200.0 million;). (iii) the The institution or settlement by the Company or any of its Subsidiaries of any litigation or arbitration with an amount in controversy in excess of $250 10.0 million;. (iv) the The declaration or payment of dividends or other distributions in respect of the shares capital stock of the Company;. (v) except Except as required by changes in Law or GAAP (as approved by the Company’s outside auditors), any change to the material accounting policies of the Company;. (vi) except Except (iA) as required by changes in Law or (iiB) changes which are consistent with changes to the Tax policies or positions of Affiliates of the Company Banco Santander in the United States (which changes are not adopted by such Affiliates of the Company Banco Santander for the purpose of adversely affecting the Company or its shareholders), any change to the material Tax policies or positions of the Company;. (vii) any Any change in the compensation of members of the Board of Directors in their capacity as Directors;directors. (viii) any Any investment by the Company or any of its Subsidiaries in, or the acquisition of, any material assets or entity (other than investments in wholly-owned Subsidiaries), whether in a single transaction or a series of related transactions, or the entry by the Company or any of its Subsidiaries into any joint ventures, partnerships or similar arrangements, in an aggregate amount in excess of $250 50.0 million (or in the case of acquisitions of loan pools and similar portfolio assets in the ordinary course of business, $200.0 million;). (ix) The entry by the Company or any of its Subsidiaries into any new business lines. (x) The incurrence by the Company or any of its Subsidiaries of any indebtedness for borrowed money or the assumption of any obligations (fixed or contingent), whether in a single transaction or a series of related transactions, with a principal amount in excess of $500 30.0 million;. (xxi) the The approval of any annual budget of the Company; (xi) any issuance of equity or equity linked Securities by the Company other than pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5;. (xii) the hiring or removal of the chief financial officer of the Company; (xiii) any change in the compensation of the executive officers of the Company (other than the Chief Executive Officer and the President and Chief Commercial Officer of the Company); (xiv) the adoption, modification or termination of any equity-based incentive plan, other than any equity-based incentive plan approved prior to the date of this Agreement; and (xv) any amendment to the memorandum and articles of association of the Company that would change (A) the authorized share capital of the Company (except in connection with an issuance of equity or equity linked Securities by the Company pursuant to equity-based compensation plans approved pursuant to paragraph (xiv) of this Section 2.5) including the creation or issuance of any new class or series of shares either (I) having separate class or disproportionate voting rights or (II) ranking senior to the Shares as to dividends or upon liquidation or (B) the rights of any holders of Shares in a manner adverse to such. (b) For so long as the Sponsors hold in aggregate at least 25% of the Shares, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions (the PI Board Reserved Matters) without the affirmative vote of a majority of the Directors constituting the Bohai Director and the Majority Sponsor Directors (excluding any Majority Sponsor Director and Bohai Director explicitly prevented from voting with respect to such matter by the terms of this Agreement): (i) the entry by the Company or any of its Subsidiaries into any new business lines; and (ii) any Any transactions with Affiliates of the Company; provided, however, that this paragraph clause (iixii) will not apply to the following: (A) transactions in effect as of the date of this Agreement; (B) transactions entered into in accordance with and as specifically permitted by this Agreement; (C) transactions or series of related transactions in the ordinary course of business on arm’s length terms involving aggregate payments or consideration of less than $250 million500,000; (D) the servicing of loan portfolios in the ordinary course of business on arm’s length terms and in accordance with the terms of any applicable servicing or comparable agreement; (E) transactions with Affiliates involving the provision or receipt of customary intercompany services, in each case in the ordinary course of business and on terms at least as favorable to the Company and its Subsidiaries (A1) as would reasonably have been obtained at such time from an unrelated person on an arm’s-length basis, and (B2) as are made available to or received by the Company’s other Affiliates; (EF) the payment of reasonable and customary fees and compensation paid to, and indemnities provided on behalf of, officers or directors of the Company or any of its Subsidiaries, subject in each case to paragraph clauses (xixiii) and (xiv) of this Section 2.5(a4.3(a); (FG) any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business, subject in each case to paragraphs clauses (a)(vii), (a)(xii), xiii) and (a)(xiiixiv) of this Section 2.5; and4.3(a); (GH) transactions between or among the Company and any of its Subsidiaries. In ; and (I) the event that termination of any financing commitments provided by Banco Santander or one of its Affiliates and the termination of any contracts related thereto, in each case with respect to indebtedness or commitments outstanding on the date of this Agreement if immediately after such termination the Company has available the financing described in Section 4.12(b). (A) Any issuance of equity or equity linked securities by the Company other than pursuant to equity-based compensation plans approved pursuant to clause (xiv) of this Section 4.3(a) or (B) any repurchase of such securities other than the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of equity interests of the Company held by any future, present or former employee, director, officer or consultant of the Company or any of the any foregoing matters under paragraph (b)(i) its Subsidiaries pursuant to and (b)(ii) are as a result of a Change of Control Transaction in accordance with the terms of any management equity plan or stock option plan or any other management or employee benefit plan or agreement, in each case previously approved pursuant to clause (xiv) of this AgreementSection 4.3(a). (xiv) The hiring or removal of the CEO, then approval the CFO and the COO; any change in their compensation or in the compensation of any other executive officer; or the adoption, modification or termination of any equity-based incentive plans. (xv) Any amendment or exception to the Liquidity Policy of the Company. (xvi) Any amendment to the certificate of incorporation or by-laws of the Company that would change (A) the authorized capital stock of the Company (except in connection with an issuance of equity or equity linked securities by the Company pursuant to equity-based compensation plans approved pursuant to clause (xiv) of this Section 4.3(a)) including the creation or issuance of any new class or series of capital stock either (1) having separate class or disproportionate voting rights or (2) ranking senior to the Common Stock as to dividends or upon liquidation or (B) the rights of any holders of Common Stock in a manner adverse to such matters holders. (xvii) Any consent by the Company or any of its Subsidiaries to the transfer by Banco Santander or any of its Affiliates of any portion of their respective commitments under the Santander Financing. (b) Section 2.5(b4.3(a) and this Section 4.3(b) shall not include terminate and be of no further force and effect upon the Bohai Director occurrence of an Investor Group Termination. (c) From and after the occurrence of an Investor Group Termination, for so long as SHUSA’s Proportionate Percentage is greater than or equal to 20%, the Company shall not, and shall only require not permit any of its Subsidiaries to, take any of the following actions (the “SHUSA Reserved Matters”) without the affirmative vote of a majority of the Directors constituting the Majority Sponsor Directors SHUSA Directors: (excluding any Majority Sponsor Director explicitly prevented from voting with respect to such matter i) Except as required by changes in Law or GAAP (as approved by the terms of this AgreementCompany’s outside auditors), unless any change to the material accounting policies of the proposed actions would Discriminate against Bohai, at which time the Bohai Director shall be permitted to vote on such mattersCompany. (cii) A Majority Sponsor Director Except (A) as required by changes in Law or (B) changes which are consistent with changes to the Bohai Director shall abstain from Tax policies or positions of Affiliates of Banco Santander in the vote United States (which changes are not adopted by such Affiliates of Banco Santander for the purpose of adversely affecting the Company or its shareholders), any change to the material Tax policies or positions of the Board on any transaction between Company. (iii) Any change in the Company and an Affiliate principal line of business of the Company if Bohai or the Sponsor that appointed such Director, or any Affiliate thereof (excluding the Company and its Subsidiaries), is a party to such transaction. This paragraph (c) shall not apply to any vote of the Board on: (i) the Directors’ fees and expenses; or (ii) the transactions contemplated by Article 4Significant Subsidiary.