Common use of Covenants of the Guarantor Clause in Contracts

Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall not issue any preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor ranking senior in liquidation to its obligations under the Guarantees or the Contingent Guarantee, or give any guarantee in respect of any preferred securities, preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries if such guarantee would rank senior to the Guarantees or the Contingent Guarantee, unless the Guarantees and the Contingent Guarantee are amended to give the Holders and the holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that the Guarantees and the Contingent Guarantee rank pari passu with such guarantee and pari passu on liquidation with any declared distribution or declared liquidation payments of such preferred or preference shares. (b) The Guarantor shall pay all amounts required to be paid pursuant to the Guarantees and the Contingent Guarantee in respect of any Distributions on the Trust Preferred Securities and dividends on the Company Preferred Securities, payable in respect of the most recent Distribution Period prior to any dividend or other payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to the Guarantees and the Contingent Guarantee). (c) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall maintain, or shall cause the Bank, AANAH or any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) to maintain, 100% ownership of the Company Common Securities and the Trust Common Securities. The Guarantor may permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (A) the Company will continue to be treated as a partnership for United States federal income tax purposes, and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (d) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, (i) shall cause the Company to remain a limited liability company, (ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii) shall cause the Trust to remain a statutory trust and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the Trust Agreement, and (iv) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. (e) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless a Trust Special Event occurs or the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, for such action has been received. (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, for such action has been received and all claims under the Guarantees and the Contingent Guarantee shall have been paid in full and the Contingent Distribution shall have been made. (g) If the Company Preferred Securities are distributed to Holders in connection with the involuntary or voluntary dissolution, winding-up or liquidation of the Trust, the Guarantor shall use its commercially reasonable best efforts to cause the Company Preferred Securities to be listed on the New York Stock Exchange, Euronext or on such other national securities exchange or similar organization as the Trust Preferred Securities are then listed or quoted on. (h) Upon the occurrence of a Regulatory Event, the Guarantor shall cause the Bank to fulfill all of the Bank’s obligations under the Exchange Agreement.

Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall not issue any preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor ranking senior in liquidation to its obligations under the Guarantees or the Contingent Guarantee, or give any guarantee in respect of any preferred securities, preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries if such guarantee would rank senior to the Guarantees or the Contingent Guarantee, unless the Guarantees and the Contingent Guarantee are amended to give the Holders and the holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that the Guarantees and the Contingent Guarantee rank pari passu with such guarantee and pari passu on liquidation with any declared distribution or declared liquidation payments of such preferred or preference shares. (b) The Guarantor shall pay all amounts required to be paid pursuant to the Guarantees and the Contingent Guarantee in respect of any Distributions on the Trust Preferred Securities and dividends on the Company Preferred Securities, payable in respect of the most recent Distribution Period prior to any dividend or other payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to the Guarantees and the Contingent Guarantee). (c) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall maintain, or shall cause the Bank, AANAH or any one or more Qualified Subsidiaries (each, a “"Potential Securityholder”") to maintain, 100% ownership of the Company Common Securities and the Trust Common Securities. The Guarantor may permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (A) the Company will continue to be treated as a partnership for United States federal income tax purposes, and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (d) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, (i) shall cause the Company to remain a limited liability company, (iicompany,(ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii) shall cause the Trust to remain a statutory trust and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the Trust Agreement, and (iv) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. (e) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless a Trust Special Event occurs or the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, for such action has been received. (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, for such action has been received and all claims under the Guarantees and the Contingent Guarantee shall have been paid in full and the Contingent Distribution shall have been made. (g) If the Company Preferred Securities are distributed to Holders in connection with the involuntary or voluntary dissolution, winding-up or liquidation of the Trust, the Guarantor shall use its commercially reasonable best efforts to cause the Company Preferred Securities to be listed on the New York Stock Exchange, Euronext or on such other national securities exchange or similar organization as the Trust Preferred Securities are then listed or quoted on. (h) Upon the occurrence of a Regulatory Event, the Guarantor shall cause the Bank to fulfill all of the Bank’s 's obligations under the Exchange Agreement.

Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Securities or Company Preferred Securities remain outstanding, shall not issue any preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor ranking senior in liquidation to its obligations under the Guarantees or the Contingent Guarantee, Guarantee or give any guarantee in respect of any preferred securities, securities or preferred or preference shares or any other securities that qualify as Tier 1 capital for the Guarantor issued by any of its subsidiaries if such guarantee would rank senior to the Guarantees or the Contingent Guarantee, unless the Guarantees and the Contingent Guarantee are amended to give the Holders and the holders of the Company Preferred Securities such rights and entitlements as are contained in or attached to such other guarantee so that the Guarantees and the Contingent Guarantee rank pari passu with such guarantee and pari passu on liquidation with any declared distribution dividend or declared liquidation payments of such preferred or preference shares. (bi) The Guarantor shall pay all amounts required to be paid pursuant to the Guarantees and the Contingent Guarantee in respect of any Distributions Dividends on the Trust Preferred Securities and dividends on and, where the Company Securities consist of Class B Preferred Securities, any Dividends on such Class B Preferred Securities payable in respect of the most recent Distribution Dividend Period prior to any dividend or other payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to the Guarantees and the Contingent Guarantee). (ii) If the Guarantor has entered into a Trust Contingent Guarantee, the Guarantor has agreed to pay to the Trust, as and when due and to the extent set forth in the Contingent Guarantee, the Contingent Guarantee Payments (as defined in Section 2.01 of the Contingent Guarantee). The Contingent Guarantee may not be enforced by anyone other than the Guarantee Independent Administrator, appointed pursuant to and under the circumstances set forth in Section 8.05(l). The Guarantee Independent Administrator may not enforce the Contingent Guarantee unless a claim has been made by the Guarantee Trustee or a Holder of Trust Securities under the Trust Guarantee and any such claim remains unpaid for 180 days or more. The Guarantee Independent Administrator shall enforce the claim of the Trust under the Contingent Guarantee without prejudice to the claims of the Guarantee Trustee or the Holders of Trust Securities under the Trust Guarantee. Upon receipt by the Trust of payments from the Guarantor in respect of any claim under the Trust Contingent Guarantee ("Trust Contingent Distribution"), such payments shall be held by the Trust separately from all its other assets, as a trust for the sole benefit of the Holders of Trust Preferred Securities and the Guarantee Independent Administrator shall have the sole power to cause the Trust to distribute the Trust Contingent Distribution pro rata to the Holders of record of Trust Preferred Securities except to the extent any such Holders received payments of a related claim under the Trust Guarantee. (c) The Guarantor, for so long as any Trust Securities remain outstanding shall maintain, or shall cause [the Bank or] any one or more Qualified Subsidiaries thereof (each, a "Potential Securityholder") to maintain, 100% ownership of the Trust Common Securities. Where the Company is a Capital Funding LLC, the Guarantor, for so long as any Trust Securities or Class B Preferred Securities remain outstanding, shall maintain, or shall cause the Bank, AANAH or any one or more Qualified Subsidiaries (each, a “Potential Securityholder”) Securityholder to maintain, maintain 100% ownership of the Company Common Securities and the Trust Common Securities. The Guarantor may permit the transfer of the Company Common Securities from one Potential Securityholder to another Potential Securityholder, provided that prior to such transfer it has received an opinion of a nationally recognized law firm experienced in such matters to the effect that (A) the Company Company, if a Capital Funding LLC, will continue to be treated as a partnership for United States federal income tax purposes, and such transfer will not cause the Company to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (B) such transfer will not cause the Company or the Trust to be required to register under the 1940 Act and (C) such transfer will not adversely affect the limited liability of the Holders of the Company Preferred Securities. (d) The Guarantor, for so long as any Trust Securities or or, where the Company is a Capital Funding LLC, Class B Preferred Securities remain outstanding, (i) shall cause the Company to remain a limited liability company, (ii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, (iii1) shall cause the Trust to remain a statutory trust and not to voluntarily dissolve, wind up, liquidate or be terminated, except as permitted by the Trust Agreement, and (iv2) shall use its commercially reasonable efforts to ensure that the Trust will not be classified as other than a grantor trust for United States federal income tax purposes, and (3) where the Company is a Capital Funding LLC, (i) shall cause [the Bank] to maintain 100% ownership of the Class A Preferred Securities, if any, through a Potential Securityholder, (ii) shall cause the Company to remain a limited liability company, and (iii) shall use its commercially reasonable efforts to ensure that the Company will not be an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes. (e) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless a Trust Special Event occurs or the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, for such action has been received. (f) The Guarantor, for so long as any of the Company Preferred Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Company, unless the Guarantor is itself in liquidation and the approval of the Dutch Central Bank, if then required, for such action has been received and all claims under the Guarantees and the Contingent Guarantee shall have been paid in full and the Contingent Distribution shall have been made. (g) If the Company Preferred Securities are distributed to Holders in connection with the involuntary or voluntary dissolution, winding-up or liquidation of the Trust, the Guarantor shall use its commercially reasonable best efforts to cause the Company Preferred Securities to be listed on the [New York Stock Exchange], Euronext the [Luxembourg Stock Exchange] or on such other national securities exchange or similar organization as the Trust Preferred Securities are then listed or quoted on. (h) Upon the occurrence of a Regulatory Event, the Guarantor shall cause the Bank to fulfill all of the Bank’s obligations under the Exchange Agreement.