Common use of GENERAL PROVISIONS REGARDING COMPANY PREFERRED SECURITIES Clause in Contracts

GENERAL PROVISIONS REGARDING COMPANY PREFERRED SECURITIES. (a) There are hereby authorized for issuance and sale Company Preferred Securities issued in definitive form only in denominations of $__________.00 and integral multiples thereof and having an aggregate initial liquidation preference of $_____________. 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. The Company has no power to create and issue additional limited liability company interests in the Company in addition to the Company Common Securities and the Company Preferred Securities. (b) The Company Preferred Securities shall rank pari passu with each other and shall rank senior to all other Company Securities in respect of the right to receive dividends, payments of any Redemption Price 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. All Company Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be cancelled. The Company Preferred Securities shall be issued in registered form only, except as otherwise provided in this Agreement. (c) Neither TECO, 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 owned by it, directly or indirectly, and, for purposes of any matter upon which the Company Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities owned by any of TECO, the Company or any of their respective Affiliates shall be treated as if they were not outstanding.

GENERAL PROVISIONS REGARDING COMPANY PREFERRED SECURITIES. (a) There are is hereby authorized for issuance and sale Company Preferred Securities issued in definitive form only in denominations of $__________.00 and integral multiples thereof and having an aggregate initial liquidation preference of not to exceed $_____________15,000,000,000. 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 shall be set forth in Section 7.3 hereofan amendment to this Agreement. The Company has no power to create and issue additional limited liability company interests Upon issuance as provided in this Agreement, the Company in addition Preferred Securities so issued shall be deemed duly authorized, validly issued, fully paid and nonassessable. Subject to the express provisions of this Agreement, the Company Common shall have authority to fix the terms of the Company Preferred Securities and that may be issued by the Company by an amendment to this Agreement that shall set forth the terms of such securities including, without limitation, the following: (1) the specific designation of the Company Preferred Securities. ; (b2) The the number or liquidation preference of Company Preferred Securities; (3) the dividend rate or rates, or method of its calculation, the date or dates on which the Company will pay dividends and the record date for any dividends on the Company Preferred Securities; (4) the amount or amounts that the Company will pay out of its assets to the holders of the Company Preferred Securities upon the Company’s liquidation; (5) the obligation or option, if any, of the Company to purchase or redeem the Company Preferred Securities and the price or prices (or formula for determining the price) at which, the period or periods within which, and the terms and conditions upon which the Company will or may purchase or redeem Company Preferred Securities, in whole or in part, pursuant to the obligation or option; (6) the voting rights, if any, of the Company Preferred Securities and Company Common Securities, including any vote required to amend this Agreement; (7) the criteria for determining whether and to what extent the Company will be required to pay dividends on the Company Preferred Securities or will be prohibited from paying dividends on the Company Preferred Securities; (8) terms for any optional or mandatory conversion or exchange of Company Preferred Securities into other securities, including shares of the Member; (9) whether and to what extent the Company will be required to pay any additional amounts in respect of withholding taxes; (10) the right, if any, of the Company to change the dividend preference of the Company Preferred Securities; and (11) any other relative rights, preferences, privileges, limitations or restrictions of the Company Preferred Securities not inconsistent with this Agreement or applicable law. Unless otherwise provided in an amendment to this Agreement, the Company Preferred Securities shall rank pari passu with each other be perpetual and shall rank senior to all other Company Securities in respect of the right to receive dividends, payments of any Redemption Price or other distributions and the right to receive payments out of the assets of the Company, upon voluntary or involuntary dissolution, windingnon-up or termination of the Company in accordance with the provisions hereof. All Company Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be cancelledcumulative. The Company Preferred Securities shall be issued in registered form only. The form of certificate evidencing the Company Preferred Securities, except as otherwise provided if any, will be set forth in an amendment to this Agreement. (c) Neither TECO, 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 owned by it, directly or indirectly, and, for purposes of any matter upon which the Company Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities owned by any of TECO, the Company or any of their respective Affiliates shall be treated as if they were not outstanding.

GENERAL PROVISIONS REGARDING COMPANY PREFERRED SECURITIES. (a) There are hereby authorized for issuance and sale Company Preferred Securities issued in definitive form only in denominations of $__________.00 25.00 and integral multiples thereof and having an aggregate initial liquidation preference of $_____________200,000,000. 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. The Company has no power to create and issue additional limited liability company interests in the Company in addition to the Company Common Securities and the Company Preferred Securities. (b) The Company Preferred Securities shall rank pari passu with each other and shall rank senior to all other Company Securities in respect of the right to receive dividends, payments of any Redemption Price 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. All Company Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be cancelled. The Company Preferred Securities shall be issued in registered form only, except as otherwise provided in this Agreement. (c) Neither TECO, 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 owned by it, directly or indirectly, and, for purposes of any matter upon which the Company Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities owned by any of TECO, the Company or any of their respective Affiliates shall be treated as if they were not outstanding.

GENERAL PROVISIONS REGARDING COMPANY PREFERRED SECURITIES. (a) There are is hereby authorized for issuance and sale Company Preferred Securities issued in definitive form only in denominations of $__________.00 and integral multiples thereof and having an aggregate initial liquidation preference of not to exceed $_____________2,000,000,000. 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 shall be set forth in Section 7.3 hereofan amendment to this Agreement. The Company has no power to create and issue additional limited liability company interests Upon issuance as provided in this Agreement, the Company in addition Preferred Securities so issued shall be deemed duly authorized, validly issued, fully paid and nonassessable. Subject to the express provisions of this Agreement, the Company Common shall have authority to fix the terms of the Company Preferred Securities and that may be issued by the Company by an amendment to this Agreement that shall set forth the terms of such securities including, without limitation, the following: (1) the specific designation of the Company Preferred Securities. ; (b2) The the number or liquidation preference of Company Preferred Securities; (3) the dividend rate or rates, or method of its calculation, the date or dates on which the Company will pay dividends and the record date for any dividends on the Company Preferred Securities; (4) the amount or amounts that the Company will pay out of its assets to the holders of the Company Preferred Securities upon the Company's liquidation; (4) the obligation, if any, of the Company to purchase or redeem the Company Preferred Securities and the price or prices at which, the period or periods within which, and the terms and conditions upon which the Company will or may purchase or redeem Company Preferred Securities, in whole or in part, pursuant to the obligation; (5) the voting rights, if any, of the Company Preferred Securities and Company Common Securities, including any vote required to amend this Agreement; (6) the criteria for determining whether and to what extent the Company will be required to pay dividends on the Company Preferred Securities or will be prohibited from paying dividends on the Company Preferred Securities; (7) terms for any optional or mandatory conversion or exchange of Company Preferred Securities into other securities; (8) whether and to what extent the Company will be required to pay any additional amounts in respect of withholding taxes; (9) the right, if any, of the Company to change the dividend preference of the Company Preferred Securities; and (10) any other relative rights, preferences, privileges, limitations or restrictions of the Company Preferred Securities not inconsistent with this Agreement or applicable law. Unless otherwise provided in an amendment to this Agreement, the Company Preferred Securities shall rank pari passu with each other be perpetual and shall rank senior to all other Company Securities in respect of the right to receive dividends, payments of any Redemption Price or other distributions and the right to receive payments out of the assets of the Company, upon voluntary or involuntary dissolution, windingnon-up or termination of the Company in accordance with the provisions hereof. All Company Preferred Securities redeemed, purchased or otherwise acquired by the Company shall be cancelledcumulative. The Company Preferred Securities shall be issued in registered form only. The form of certificate evidencing the Company Preferred Securities, except as otherwise provided if any, will be set forth in an amendment to this Agreement. (c) Neither TECO, 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 owned by it, directly or indirectly, and, for purposes of any matter upon which the Company Preferred Securityholders may vote or give or withhold consent as provided in this Agreement, Company Preferred Securities owned by any of TECO, the Company or any of their respective Affiliates shall be treated as if they were not outstanding.