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.

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.

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.

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.