Common use of General Provisions Regarding Company Preferred Securities and Company Parity Preferred Securities Clause in Contracts

General Provisions Regarding Company Preferred Securities and Company Parity Preferred Securities. (a) There is hereby authorized for issuance and sale Company Preferred Securities having an aggregate initial liquidation preference of $o. The specific designation, dividend rate, liquidation preference, redemption terms, voting rights, exchange limitations and other powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in Section 7.3 hereof. Upon issuance as provided in this Agreement, the Company Preferred Securities and the Company Parity Preferred Securities (if any) so issued, shall be deemed duly authorized, validly issued, fully paid and nonassessable. The Company has the power to create and issue additional preferred limited liability company interests in the Company that are junior to the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Junior Securities") or that are on a parity with the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Parity Preferred Securities") and admit the purchasers of such limited liability company interests to the Company as members of the Company. So long as any Company Preferred Securities remain outstanding, additional Company Parity Preferred Securities may be issued only with the consent of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended so that such Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in the same manner as the Company Preferred Securities without any adverse effect on holders of the Company Preferred Securities. See Section 7.3(h). The Company may not, without the consent of each Preferred Securityholder, authorize, create or increase the authorized amount of, or issue any class or series of equity securities of or limited liability company interests in the Company, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of or limited liability company interests in the Company, ranking prior to the Company Preferred Securities, either as to dividend rights or rights on dissolution, winding up or termination of the Company. Subject to the express provisions of this Agreement and of the By-Laws, the Board of Directors shall have authority to fix the terms of Company Parity Preferred Securities that may be issued by the Company by adopting in accordance with the provisions of this Agreement a Certificate of Designations relating to such Company Parity Preferred Securities that shall set forth the preferences and other terms of such series, including without limitation the following: (1) the title and stated value of such series; (2) the number or amount by aggregate liquidation preference of securities of such series offered and the initial liquidation preference per security or minimum denomination of such series; (3) the dividend rate(s), period(s), and/or payment date(s) or method(s) of calculation thereof applicable to such series; (4) whether such Company Parity Preferred Securities are cumulative or not and, if cumulative, the date from which dividends on such Company Parity Preferred Securities shall accumulate; (5) the provisions for a sinking fund, if any, for such series; (6) the provisions for redemption, if applicable, of such series; (7) any voting rights of such series; (8) the relative ranking and preferences of such series as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (9) any limitations on issuance of any Company Parity Preferred Securities ranking senior to or on a parity with such series of Company Preferred Securities as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (10) whether such Company Parity Preferred Securities will be eligible for issuance as book-entry Company Parity Preferred Securities; and (11) any other specific terms, preferences, rights, limitations or restrictions of such series. Upon such adoption by the Board of Directors, each such Certificate of Designations shall thereupon be incorporated into and deemed to be part of this Agreement. (b) All Company Preferred Securities and Company Parity Preferred Securities shall rank senior to all Company Junior Securities in respect of the right to receive dividends or other distributions and the right to receive payments out of the assets of the Company upon voluntary or involuntary dissolution, winding-up or termination of the Company in accordance with the provisions hereof (subject to the provisions of Section 7.3 or any Certificate of Designations). All Company Preferred Securities and Company Parity Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be canceled. The Company Preferred Securities and Company Parity Preferred Securities shall be issued in registered form only. (c) Neither the Bank, the Company nor any of their respective Affiliates shall have the right to vote or give or withhold consent with respect to any Company Preferred Security or Company Parity Preferred Security owned by it, directly or indirectly, and, for purposes of any matter upon which the Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities and Company Parity Preferred Securities owned by any of the Bank, the Company or any of their respective Affiliates shall be treated as if they were not outstanding. (d) Anything in this Agreement to the contrary notwithstanding: (i) as long as any Company Preferred Securities are outstanding, no Company Parity Preferred Securities may be redeemed or repurchased unless the Company concurrently redeems an approximately equal proportion of the aggregate liquidation preference of the outstanding Company Preferred Securities or each Rating Agency then rating the Company Preferred Securities informs the Company in writing that the redemption or repurchase of such Company Parity Preferred Securities would not result in a reduction or withdrawal of the rating then assigned by that Rating Agency to the Company Preferred Securities, and (ii) as long as any Company Preferred Securities or Company Parity Preferred Securities remain outstanding, the Company may issue or authorize the issuance of any Company Preferred Securities or Company Parity Preferred Securities only with the approval of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended prior thereto so that such additional Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in substantially the same manner as the Company Preferred Securities without any adverse effect on the holders of the Company Preferred Securities. (e) In purchasing Company Preferred Securities or Company Parity Preferred Securities, each Preferred Securityholder agrees with the Bank and the Company that the Bank, the Company and the Preferred Securityholders (i) will treat Preferred Securityholders as holders of the Company Preferred Securities or Company Parity Preferred Securities for all purposes, and not as the holders of an interest in the Bank, the Cayman Islands Branch or in any other Person and (ii) will follow allocations made by the Company pursuant to Section 4.4 of this Agreement.

General Provisions Regarding Company Preferred Securities and Company Parity Preferred Securities. (a) There is hereby authorized for issuance and sale Company Preferred Securities having an aggregate initial liquidation preference of $o. -. The specific designation, dividend rate, liquidation preference, redemption terms, voting rights, exchange limitations and other powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in Section 7.3 hereof. Upon issuance as provided in this Agreement, the Company Preferred Securities and the Company Parity Preferred Securities (if any) so issued, shall be deemed duly authorized, validly issued, fully paid and nonassessable. The Company has the power to create and issue additional preferred limited liability company interests in the Company that are junior to the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Junior Securities") or that are on a parity with the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Parity Preferred Securities") and admit the purchasers of such limited liability company interests to the Company as members of the Company. So long as any Company Preferred Securities remain outstanding, additional Company Parity Preferred Securities may be issued only with the consent of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended so that such Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in the same manner as the Company Preferred Securities without any adverse effect on holders of the Company Preferred Securities. See Section 7.3(h). The Company may not, without the consent of each Preferred Securityholder, authorize, create or increase the authorized amount of, or issue any class or series of equity securities of or limited liability company interests in the Company, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of or limited liability company interests in the Company, ranking prior to the Company Preferred Securities, either as to dividend rights or rights on dissolution, winding up or termination of the Company. Subject to the express provisions of this Agreement and of the By-Laws, the Board of Directors shall have authority to fix the terms of Company Parity Preferred Securities that may be issued by the Company by adopting in accordance with the provisions of this Agreement a Certificate of Designations relating to such Company Parity Preferred Securities that shall set forth the preferences and other terms of such series, including without limitation the following: (1) the title and stated value of such series; (2) the number or amount by aggregate liquidation preference of securities of such series offered and the initial liquidation preference per security or minimum denomination of such series; (3) the dividend rate(s), period(s), and/or payment date(s) or method(s) of calculation thereof applicable to such series; (4) whether such Company Parity Preferred Securities are cumulative or not and, if cumulative, the date from which dividends on such Company Parity Preferred Securities shall accumulate; (5) the provisions for a sinking fund, if any, for such series; (6) the provisions for redemption, if applicable, of such series; (7) any voting rights of such series; (8) the relative ranking and preferences of such series as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (9) any limitations on issuance of any Company Parity Preferred Securities ranking senior to or on a parity with such series of Company Preferred Securities as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (10) whether such Company Parity Preferred Securities will be eligible for issuance as book-entry Company Parity Preferred Securities; and (11) any other specific terms, preferences, rights, limitations or restrictions of such series. Upon such adoption by the Board of Directors, each such Certificate of Designations shall thereupon be incorporated into and deemed to be part of this Agreement. (b) All Company Preferred Securities and Company Parity Preferred Securities shall rank senior to all Company Junior Securities in respect of the right to receive dividends or other distributions and the right to receive payments out of the assets of the Company upon voluntary or involuntary dissolution, winding-up or termination of the Company in accordance with the provisions hereof (subject to the provisions of Section 7.3 or any Certificate of Designations). All Company Preferred Securities and Company Parity Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be canceled. The Company Preferred Securities and Company Parity Preferred Securities shall be issued in registered form only. (c) Neither the Bank, the Company nor any of their respective Affiliates shall have the right to vote or give or withhold consent with respect to any Company Preferred Security or Company Parity Preferred Security owned by it, directly or indirectly, and, for purposes of any matter upon which the Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities and Company Parity Preferred Securities owned by any of the Bank, the Company or any of their respective Affiliates shall be treated as if they were not outstanding. (d) Anything in this Agreement to the contrary notwithstanding: (i) as long as any Company Preferred Securities are outstanding, no Company Parity Preferred Securities may be redeemed or repurchased unless the Company concurrently redeems an approximately equal proportion of the aggregate liquidation preference of the outstanding Company Preferred Securities or each Rating Agency then rating the Company Preferred Securities informs the Company in writing that the redemption or repurchase of such Company Parity Preferred Securities would not result in a reduction or withdrawal of the rating then assigned by that Rating Agency to the Company Preferred Securities, andliquidation (ii) as long as any Company Preferred Securities or Company Parity Preferred Securities remain outstanding, the Company may issue or authorize the issuance of any Company Preferred Securities or Company Parity Preferred Securities only with the approval of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended prior thereto so that such additional Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in substantially the same manner as the Company Preferred Securities without any adverse effect on the holders of the Company Preferred Securities. (e) In purchasing Company Preferred Securities or Company Parity Preferred Securities, each Preferred Securityholder agrees with the Bank and the Company that the Bank, the Company and the Preferred Securityholders (i) will treat Preferred Securityholders as holders of the Company Preferred Securities or Company Parity Preferred Securities for all purposes, and not as the holders of an interest in the Bank, the Cayman Islands Branch or in any other Person and (ii) will follow allocations made by the Company pursuant to Section 4.4 of this Agreement.

General Provisions Regarding Company Preferred Securities and Company Parity Preferred Securities. (a) There is hereby authorized for issuance and sale Company Preferred Securities having an aggregate initial liquidation preference of $o. *. The specific designation, dividend rate, liquidation preference, redemption terms, voting rights, exchange limitations and other powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in Section 7.3 hereof. Upon issuance as provided in this Agreement, the Company Preferred Securities and the Company Parity Preferred Securities (if any) so issued, shall be deemed duly authorized, validly issued, fully paid and nonassessable. The Company has the power to create and issue additional preferred limited liability company interests in the Company that are junior to the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Junior Securities") or that are on a parity with the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Parity Preferred Securities") and admit the purchasers of such limited liability company interests to the Company as members of the Company. So long as any Company Preferred Securities remain outstanding, additional Company Parity Preferred Securities may be issued only with the consent of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended so that such Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in the same manner as the Company Preferred Securities without any adverse effect on holders of the Company Preferred Securities. See Section 7.3(h). The Company may not, without the consent of each Preferred Securityholder, authorize, create or increase the authorized amount of, or issue any class or series of equity securities of or limited liability company interests in the Company, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of or limited liability company interests in the Company, ranking prior to the Company Preferred Securities, either as to dividend rights or rights on dissolution, winding up or termination of the Company. Subject to the express provisions of this Agreement and of the By-Laws, the Board of Directors shall have authority to fix the terms of Company Parity Preferred Securities that may be issued by the Company by adopting in accordance with the provisions of this Agreement a Certificate of Designations relating to such Company Parity Preferred Securities that shall set forth the preferences and other terms of such series, including without limitation the following: (1) the title and stated value of such series; (2) the number or amount by aggregate liquidation preference of securities of such series offered and the initial liquidation preference per security or minimum denomination of such series; (3) the dividend rate(s), period(s), and/or payment date(s) or method(s) of calculation thereof applicable to such series; (4) whether such Company Parity Preferred Securities are cumulative or not and, if cumulative, the date from which dividends on such Company Parity Preferred Securities shall accumulate; (5) the provisions for a sinking fund, if any, for such series; (6) the provisions for redemption, if applicable, of such series; (7) any voting rights of such series; (8) the relative ranking and preferences of such series as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (9) any limitations on issuance of any Company Parity Preferred Securities ranking senior to or on a parity with such series of Company Preferred Securities as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (10) whether such Company Parity Preferred Securities will be eligible for issuance as book-entry Company Parity Preferred Securities; and (11) any other specific terms, preferences, rights, limitations or restrictions of such series. Upon such adoption by the Board of Directors, each such Certificate of Designations shall thereupon be incorporated into and deemed to be part of this Agreement. (b) All Company Preferred Securities and Company Parity Preferred Securities shall rank senior to all Company Junior Securities in respect of the right to receive dividends or other distributions and the right to receive payments out of the assets of the Company upon voluntary or involuntary dissolution, winding-up or termination of the Company in accordance with the provisions hereof (subject to the provisions of Section 7.3 or any Certificate of Designations). All Company Preferred Securities and Company Parity Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be canceled. The Company Preferred Securities and Company Parity Preferred Securities shall be issued in registered form only. (c) Neither the Bank, the Company nor any of their respective Affiliates shall have the right to vote or give or withhold consent with respect to any Company Preferred Security or Company Parity Preferred Security owned by it, directly or indirectly, and, for purposes of any matter upon which the Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities and Company Parity Preferred Securities owned by any of the Bank, the Company or any of their respective Affiliates shall be treated as if they were not outstanding. (d) Anything in this Agreement to the contrary notwithstanding: (i) as long as any Company Preferred Securities are outstanding, no Company Parity Preferred Securities may be redeemed or repurchased unless the Company concurrently redeems an approximately equal proportion of the aggregate liquidation preference of the outstanding Company Preferred Securities or each Rating Agency then rating the Company Preferred Securities informs the Company in writing that the redemption or repurchase of such Company Parity Preferred Securities would not result in a reduction or withdrawal of the rating then assigned by that Rating Agency to the Company Preferred Securities, and (ii) as long as any Company Preferred Securities or Company Parity Preferred Securities remain outstanding, the Company may issue or authorize the issuance of any Company Preferred Securities or Company Parity Preferred Securities only with the approval of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended prior thereto so that such additional Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in substantially the same manner as the Company Preferred Securities without any adverse effect on the holders of the Company Preferred Securities. (e) In purchasing Company Preferred Securities or Company Parity Preferred Securities, each Preferred Securityholder agrees with the Bank and the Company that the Bank, the Company and the Preferred Securityholders (i) will treat Preferred Securityholders as holders of the Company Preferred Securities or Company Parity Preferred Securities for all purposes, and not as the holders of an interest in the Bank, the Cayman Islands Branch or in any other Person and (ii) will follow allocations made by the Company pursuant to Section 4.4 of this Agreement.

General Provisions Regarding Company Preferred Securities and Company Parity Preferred Securities. (a) There is hereby authorized for issuance and sale Company Preferred Securities having an aggregate initial liquidation preference of $o. 1,500,000,000. The specific designation, dividend rate, liquidation preference, redemption terms, voting rights, exchange limitations and other powers, preferences and special rights and limitations of the Company Preferred Securities are set forth in Section 7.3 hereof. Upon issuance as provided in this Agreement, the Company Preferred Securities and the Company Parity Preferred Securities (if any) so issued, shall be deemed duly authorized, validly issued, fully paid and nonassessable. The Company has the power to create and issue additional preferred limited liability company interests in the Company that are junior to the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Junior Securities") or that are on a parity with the Company Preferred Securities as to payment of dividends and payments of amounts upon dissolution, liquidation or winding up of the Company ("Company Parity Preferred Securities") and admit the purchasers of such limited liability company interests to the Company as members of the Company. So long as any Company Preferred Securities remain outstanding, additional Company Parity Preferred Securities may be issued only with the consent of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single -25- 30 class, and only if the Bank Subordinated Guarantee is amended so that such Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in the same manner as the Company Preferred Securities without any adverse effect on holders of the Company Preferred Securities. See Section 7.3(h). The Company may not, without the consent of each Preferred Securityholder, authorize, create or increase the authorized amount of, or issue any class or series of equity securities of or limited liability company interests in the Company, or any warrants, options or other rights convertible or exchangeable into any class or series of any equity securities of or limited liability company interests in the Company, ranking prior to the Company Preferred Securities, either as to dividend rights or rights on dissolution, liquidation or winding up or termination of the Company. Subject to the express provisions of this Agreement and of the By-Laws, the Board of Directors shall have authority to fix the terms of Company Parity Preferred Securities that may be issued by the Company by adopting in accordance with the provisions of this Agreement a Certificate of Designations relating to such Company Parity Preferred Securities that shall set forth the preferences and other terms of such series, including without limitation the following: (1) the title and stated value of such series; (2) the number or amount by aggregate liquidation preference of securities of such series offered and the initial liquidation preference per security or minimum denomination of such series; (3) the dividend rate(s), period(s), and/or payment date(s) or method(s) of calculation thereof applicable to such series; (4) whether such Company Parity Preferred Securities are cumulative or not and, if cumulative, the date from which dividends on such Company Parity Preferred Securities shall accumulate; (5) the provisions for a sinking fund, if any, for such series; (6) the provisions for redemption, if applicable, of such series; (7) any voting rights of such series; (8) the relative ranking and preferences of such series as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (9) any limitations on issuance of any Company Parity Preferred Securities ranking senior to or on a parity with such series of Company Preferred Securities as to dividend rights and rights upon liquidation, dissolution or winding up of the affairs of the Company; (10) whether such Company Parity Preferred Securities will be eligible for issuance as book-entry Company Parity Preferred Securities; and (11) any other specific terms, preferences, rights, limitations or restrictions of such series. Upon such adoption by the Board of Directors, each such Certificate of Designations shall thereupon be incorporated into and deemed to be part of this Agreement. (b) All Company Preferred Securities and Company Parity Preferred Securities shall rank senior to all Company Junior Securities in respect of the right to receive dividends or other distributions and the right to receive payments out of the assets of the Company upon voluntary or involuntary dissolution, winding-up or termination of the Company in accordance with the provisions hereof (subject to the provisions of Section 7.3 or any Certificate of Designations). All Company Preferred Securities and Company Parity Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be canceled. The Company Preferred Securities and Company Parity Preferred Securities shall be issued in registered form only. (c) Neither the Bank, the Company nor any of their respective Affiliates shall have the right to vote or give or withhold consent with respect to any Company Preferred Security or Company Parity Preferred Security owned by it, directly or indirectly, and, for purposes of any matter upon which the Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities and Company Parity Preferred Securities owned by any of the Bank, the Company or any of their respective Affiliates shall be treated as if they were not outstanding. (d) Anything in this Agreement to the contrary notwithstanding: (i) as long as any Company Preferred Securities are outstanding, no other Company Parity Preferred Securities may not be redeemed or repurchased unless the Company concurrently redeems an approximately equal proportion of the aggregate liquidation preference of the outstanding Company Preferred Securities or each Rating Agency then rating the Company Preferred Securities informs the Company in writing that the redemption or repurchase of such Company Parity Preferred Securities would not result in a reduction or withdrawal of the rating then assigned by that Rating Agency to the Company Preferred Securities, and (ii) as long as any Company Preferred Securities or Company Parity Preferred Securities remain outstanding, the Company may issue or authorize the issuance of any Company Preferred Parity Securities or Company Parity Preferred Securities only with the approval of the holders of two-thirds (based on the aggregate liquidation preference) of the Company Preferred Securities and Company Parity Preferred Securities, voting together as a single class, and only if the Bank Subordinated Guarantee is amended prior thereto so that such additional Company Parity Preferred Securities benefit from the Bank Subordinated Guarantee in substantially the same manner as the Company Preferred Securities without any adverse effect on the holders of the Company Preferred Securities. (e) In purchasing Company Preferred Securities or Company Parity Preferred Securities, each Preferred Securityholder agrees with the Bank and the Company that the Bank, the Company and the Preferred Securityholders (i) will treat Preferred Securityholders as holders of the Company Preferred Securities or Company Parity Preferred Securities for all purposes, and not as the holders of an interest in the Bank, the Cayman Islands Branch or in any other Person and (ii) will follow allocations made by the Company pursuant to Section 4.4 of this Agreement.