MMCapS XVII Final Offering Circular - Irish Stock Exchange

y the applicable Affiliated Depository Institution under its Corresponding Debentures. See “Security for the
Notes— Description of the Bank Capital Securities— Effect of Obligations Under the Bank Capital Securities, the
Corresponding Debentures and the Guarantees.” Upon the bankruptcy, liquidation or dissolution of an Affiliated
Depository Institution, and subject to the applicable subordination provisions, generally payment of the principal of
and unpaid interest on the Corresponding Debentures of such Affiliated Depository Institution may be accelerated
by the holders of not less than 25% in aggregate principal amount of such Corresponding Debentures and, in certain
cases, such acceleration is automatic. However, in the case of U.S.$112,330,000 aggregate Principal Balance of
Bank Capital Securities relating to Corresponding Debentures, holders of Corresponding Debentures will not have
any right to accelerate payment on account of a payment default thereon or breach in the performance of any other
covenant contained in such Corresponding Debentures or the related Affiliated Depository Institution Indenture
other than on account of a default in the payment of interest following nonpayment of interest for five consecutive
annual periods or equivalent semiannual or quarterly periods, while, in the case of U.S.$146,670,000 aggregate
Principal Balance of Bank Capital Securities, holders will have the right to accelerate payment on account of a
payment default or certain covenant breaches. Furthermore, the Issuer may own less than 100% of the Principal
Balance of the Bank Capital Securities of any individual Bank Capital Securities Issuer and therefore may not be
able to control any matters as to which holders thereof are entitled to vote, give their consent or take action.
None of the Corresponding Debentures or the Bank Capital Securities are deposits or other obligations of
any bank, thrift or other depository institution or are insured by the FDIC or any governmental agency or
instrumentality thereof. Since each Affiliated Depository Institution is a holding company, its ability to make
payments on its Corresponding Debentures and satisfy its other obligations will be highly dependent upon the
earnings of, and the receipt of, dividends, fees, loans and distributions from, its subsidiaries. The subsidiaries of
each Affiliated Depository Institution are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay amounts due on the related Corresponding Debentures or Guarantee or to make funds available
therefor. There are also various statutory, contractual and regulatory limitations and business considerations on the
extent, if any, to which the subsidiaries of an Affiliated Depository Institution may extend credit, pay dividends or
otherwise supply funds to such Affiliated Depository Institution or Affiliates thereof. In addition, the right of each
Affiliated Depository Institution to participate in any distribution of assets of any subsidiary upon liquidation,
reorganization or otherwise will be subject to the prior claims of the creditors (including any depositors) and
preferred equity holders of such subsidiary, except to the extent that such Affiliated Depository Institution is
recognized as a creditor of such subsidiary. Accordingly, each Affiliated Depository Institution’s Corresponding
Debentures and Guarantee will effectively be subordinated to all existing and future liabilities and preferred equity
of such Affiliated Depository Institution’s subsidiaries.
As long as (i) in the case of U.S.$146,670,000 aggregate Principal Balance of Bank Capital Securities, no
event of default has occurred and is continuing or (ii) in the case of U.S.$112,330,000 aggregate Principal Balance
of Bank Capital Securities, certain events of default have not occurred and are continuing, including bankruptcy,
insolvency or similar proceedings with respect to the related Affiliated Depository Institution, such Affiliated
Depository Institution may generally defer interest payments on its Corresponding Debentures for up to five
consecutive annual periods or equivalent semiannual or quarterly periods, in which event distributions on the Bank
Capital Securities would be similarly deferred. Any Bank Capital Securities with respect to which interest payments
are being deferred will be deemed to be a “Defaulted Security” under the Indenture even though such deferral is
permitted by the terms of such Bank Capital Securities and the Corresponding Debentures.
Prospective purchasers of the Notes should consider and assess for themselves the likely level of defaults,
the likely level and timing of recoveries on the Bank Capital Securities in the Trust Estate, and the likely levels of
interest rates during the term of the Notes.
Certain criteria relating to the Affiliated Depository Institutions sponsoring the Bank Capital Securities will
be required to be met as of the Closing Date (or the date of the acquisition by the Issuer, as the case may be).
However, such Affiliated Depository Institutions are under no obligation to maintain such criteria after such date
and none of the Affiliated Depository Institutions, the Initial Purchasers, the Placement Agents or the Collateral
Manager makes any representations to the contrary. Prospective purchasers of the Notes should consider and assess
for themselves the nature, financial condition, results of operations, cash flows, business and prospects of each of the
Affiliated Depository Institutions and their respective operating subsidiaries (which may include all permissible
activities for such subsidiaries) prior to making an investment in the Notes.
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