Common use of General Provisions Regarding Preferred Securities Clause in Contracts

General Provisions Regarding Preferred Securities. There is hereby authorized for issuance and sale Preferred Securities having an aggregate initial liquidation preference not to exceed $15,000,000,000. Upon issuance as provided in this Agreement, the 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 shall have authority to fix the terms of the Preferred Securities 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 Preferred Securities; (2) the number or liquidation preference amount of 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 Preferred Securities; (4) the amount or amounts that the Company will pay out of its assets to the holders of the Preferred Securities upon the Company’s liquidation; (5) the obligation or option, if any, of the Company to purchase or redeem the 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 Preferred Securities, in whole or in part, pursuant to the obligation or option; (6) the voting rights, if any, of the Preferred Securities and Common Security, 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 Preferred Securities or will be prohibited from paying dividends on the Preferred Securities; (8) terms for any optional or mandatory conversion or exchange of 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 Preferred Securities; and (11) any other relative rights, preferences, privileges, limitations or restrictions of the Preferred Securities not inconsistent with this Agreement or applicable law. Unless otherwise provided in an amendment to this Agreement, the Preferred Securities shall be perpetual and non-cumulative. The Preferred Securities shall be issued in registered form only. The form of certificate evidencing the Preferred Securities, if any, will be set forth in an amendment to this Agreement.

General Provisions Regarding Preferred Securities. (a) There is hereby authorized for issuance and sale of Preferred Securities having an aggregate initial liquidation preference not to exceed of $15,000,000,0001,500,000,000. Upon issuance as provided The specific designation, dividend rate, liquidation preference, redemption terms, voting rights, and other powers, preferences and special rights and limitations of the Series A Preferred Securities are set forth in this Agreement, the Preferred Securities so issued shall be deemed duly authorized, validly issued, fully paid and nonassessable. Subject to the express provisions of this AgreementAgreement and of the By-Laws, the Company Board of Directors shall have authority to fix the terms of the each other series of Preferred Securities that may be issued by the Company by an amendment to adopting in accordance with the provisions of this Agreement a Certificate of Designation relating to each such other series of Preferred Securities that shall set forth the preferences and other terms of such securities includingseries, including without limitation, limitation the following: (1) the specific designation title and stated value of the Preferred Securitiessuch series; (2) the number or of securities of such series offered and the liquidation preference amount per security of Preferred Securitiessuch series; (3) the dividend rate rate(s), period(s), and/or payment date(s) or rates, or method method(s) of its calculation, the date or dates on which the Company will pay dividends and the record date for any dividends on the Preferred Securitiescalculation thereof applicable to such series; (4) the amount whether such class or amounts that the Company will pay out series of its assets to the holders of the Preferred Securities upon is cumulative or not and, if cumulative, the Company’s liquidationdate from which dividends on such series shall accumulate; (5) the obligation or optionprovision for a sinking fund, if any, of the Company to purchase or redeem the 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 Preferred Securities, in whole or in part, pursuant to the obligation or optionsuch series; (6) the voting rightsprovision for redemption, if anyapplicable, of the Preferred Securities and Common Security, including any vote required to amend this Agreementsuch series; (7) the criteria for determining whether and to what extent the Company will be required to pay dividends on the Preferred Securities or will be prohibited from paying dividends on the Preferred Securitiesany voting rights of such series; (8) terms for any optional the relative ranking and preferences of such series as to dividend rights and rights upon dissolution, liquidation or mandatory conversion or exchange of Preferred Securities into other securities, including shares winding up of the Memberaffairs of the company; (9) whether any limitations on issuance of any series of Preferred Securities ranking senior to or on a parity with such series of Preferred Securities as to dividend rights and to what extent rights upon dissolution, liquidation or winding up of the Company will be required to pay any additional amounts in respect affairs of withholding taxesthe Company; and (10) the right, if any, of the Company to change the dividend preference of the Preferred Securities; and (11) any other relative rightsspecific terms, preferences, privilegesrights, limitations or restrictions of such series. Upon such adoption by the Preferred Securities not inconsistent with this Agreement or applicable law. Unless otherwise provided in an amendment Board of Directors, each such Certificate of Designation shall thereupon be incorporated into and deemed to this Agreement, the Preferred Securities shall be perpetual and non-cumulative. The Preferred Securities shall be issued in registered form only. The form part of certificate evidencing the Preferred Securities, if any, will be set forth in an amendment to this Agreement.