Common use of Liquidation Distribution upon Termination and Dissolution of the Trust Clause in Contracts

Liquidation Distribution upon Termination and Dissolution of the Trust. (a) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Trust (each a "Trust Liquidation"), the Holders on the date of the Trust Liquidation will be entitled to receive, out of the assets of the Trust available for distribution to Holders after satisfaction of the Trust's liabilities and creditors: (i) an amount equal to the aggregate liquidation preference of the Trust Preferred Securities, plus any unpaid distributions at the stated rate for the then-current Distribution Period, through the date of payment; or (ii) prior to the occurrence of a Substitution Event, Company Preferred Securities in an aggregate liquidation preference equal to the aggregate liquidation preference of, with a Distribution rate identical to the Distribution rate of, and accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Securities; or (iii) following the occurrence of a Substitution Event, Non-Cumulative Capital Securities in an aggregate liquidation preference equal to the aggregate liquidation preference of, with a Distribution rate identical to the Distribution rate of, and accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Preferred Securities, in accordance with Section 3.16 of this Trust Agreement, ("Trust Liquidation Distribution") on a Pro Rata basis (subject to Section 9.02(b) below) in exchange for such Trust Securities. (b) The Holders of the Trust Common Securities will be entitled to receive distributions upon any such Trust Liquidation Pro Rata with the Holders of the Trust Preferred Securities except that upon the occurrence and during the continuance of an event of default under the Intercompany Securities, the Trust Securities Guarantee or the LLC Guarantee, the Trust Preferred Securities shall have a preference over the Trust Common Securities with regard to such distributions. (c) On the date fixed for any distribution of Company Preferred Securities or Non-Cumulative Capital Securities upon dissolution of the Trust, (i) the Trust Preferred Securities and the Trust Common Securities will no longer be deemed to be outstanding and (ii) Certificates representing Trust Securities will be deemed to represent the Company Preferred Securities or Non-Cumulative Capital Securities, as applicable, having an aggregate liquidation preference equal to the liquidation preference of, and bearing accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Securities, until such Certificates are presented to the Company or the Bank, as applicable, or the Company's or the Bank's agent, for transfer or re-issuance.

Liquidation Distribution upon Termination and Dissolution of the Trust. (a) In the event of any voluntary or involuntary liquidation, dissolution, winding up or termination of the Trust (each a "“Trust Liquidation"”), the Holders on the date of the Trust Liquidation will be entitled to receive, out of the assets of the Trust available for distribution to Holders after satisfaction of the Trust's ’s liabilities and creditors: (i) an amount equal to the aggregate liquidation preference of the Trust Preferred Securities, plus any unpaid distributions at the stated rate for the then-current Distribution Period, through the date of payment; or (ii) prior to the occurrence of a Substitution Event, Company Preferred Securities in an aggregate liquidation preference equal to the aggregate liquidation preference of, with a Distribution rate identical to the Distribution rate of, and accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Securities; or (iii) following the occurrence of a Substitution Event, Non-Cumulative Capital Securities in an aggregate liquidation preference equal to the aggregate liquidation preference of, with a Distribution rate identical to the Distribution rate of, and accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Preferred Securities, in accordance with Section 3.16 of this Trust Agreement, ("“Trust Liquidation Distribution"”) on a Pro Rata basis (subject to Section 9.02(b) below) in exchange for such Trust Securities. (b) The Holders of the Trust Common Securities will be entitled to receive distributions upon any such Trust Liquidation Pro Rata with the Holders of the Trust Preferred Securities except that upon the occurrence and during the continuance of an event of default under the Intercompany Securities, the Trust Securities Guarantee or the LLC Guarantee, the Trust Preferred Securities shall have a preference over the Trust Common Securities with regard to such distributions. (c) On the date fixed for any distribution of Company Preferred Securities or Non-Cumulative Capital Securities upon dissolution of the Trust, (i) the Trust Preferred Securities and the Trust Common Securities will no longer be deemed to be outstanding and (ii) Certificates representing Trust Securities will be deemed to represent the Company Preferred Securities or Non-Cumulative Capital Securities, as applicable, having an aggregate liquidation preference equal to the liquidation preference of, and bearing accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Securities, until such Certificates are presented to the Company or the Bank, as applicable, or the Company's ’s or the Bank's ’s agent, for transfer or re-issuance.

Liquidation Distribution upon Termination and Dissolution of the Trust. (a) In the event of any voluntary or involuntary liquidation, dissolution, winding winding-up or termination of the Trust (each a "Trust Liquidation"), the Holders of the Trust Preferred Securities on the date of the Trust Liquidation will be entitled to receive, out of the assets of the Trust available for distribution to Holders of Trust Securities after satisfaction of the Trust's liabilities and creditors:the (ib) an amount equal If, upon any such Trust Liquidation, the Trust Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate liquidation preference of the Trust Preferred Securities, plus any unpaid distributions at the stated rate for the then-current Distribution Period, through the date of payment; or (ii) prior to the occurrence of a Substitution Event, Company Preferred Securities in an aggregate liquidation preference equal to the aggregate liquidation preference of, with a Distribution rate identical to the Distribution rate of, and accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Securities; or (iii) following the occurrence of a Substitution Event, Non-Cumulative Capital Securities in an aggregate liquidation preference equal to the aggregate liquidation preference of, with a Distribution rate identical to the Distribution rate of, and accrued and unpaid Distributions equal to accrued and unpaid Distributions on, such Trust Preferred Securities, in accordance with Section 3.16 of this Trust Agreement, ("Trust Liquidation Distribution") , then the amounts payable directly by the Trust on the Trust Securities shall be paid on a Pro Rata basis (subject to Section 9.02(b) below) in exchange for such Trust Securities. (b) basis. The Holders of the Trust Common Securities will be entitled to receive distributions upon any such Trust Liquidation Pro Rata with the Holders of the Trust Preferred Securities except that upon if the occurrence and during the continuance Company is in default on any of an event of default its obligations under the Intercompany SecuritiesTrust Preferred Securities Guarantee, the Trust Securities Guarantee Partnership Guarantee, or the LLC any Investment Guarantee, or any Investment Event of Default has occurred and is continuing with respect to an Affiliate Investment Instrument, the Trust Preferred Securities shall have a preference over the Trust Common Securities with regard to such distributions. distributions as provided below. Such preference is effectuated by the Holder of the Trust Common Securities hereby agreeing to provide limited recourse guarantees as follows: (ci) On to the date fixed for any distribution Holders of Company the Trust Preferred Securities, of the Company's obligations under the Trust Preferred Securities or Non-Cumulative Capital Securities upon dissolution Guarantee; (ii) to the Trust and the Holders of the TrustTrust Preferred Securities, of the Company's obligations under the Partnership Guarantee; and (iii) to the Partnership and the Holders of the Trust Preferred Securities, of the Company's obligations under any Investment Guarantee and/or the obligations of any Investment Affiliate under an Affiliate Investment Instrument. In the case of the limited recourse guarantee given by the Holder of the Trust Common Securities to the Partnership and the Holder of the Trust Preferred Securities in respect of the Company's obligations under any Investment Guarantee and/or any Investment Affiliate's obligations under an Affiliate Investment Instrument, (i) the Trust Common Securities Holder will be deemed to have pledged the amount due in respect of its Trust Common Securities upon a liquidation of the Trust to the Partnership and the Holders of Trust Preferred Securities; (ii) the Trust Common Securities Holder will be deemed to have paid such amount to the Partnership in respect of such defaulted Investment Guarantee and/or Affiliate Investment Instrument, as the case may be; (iii) the Partnership will be deemed to have paid such amount to the Trust; and (iv) the Property Trustee is hereby authorized to distribute such amount to the Holders of Trust Preferred Securities (on a pro rata basis among such Trust Preferred Securities Holders) in respect of the Trust Common Securities Holder's pledge of such amounts to such Trust Preferred Securities Holders. In the case of a limited recourse guarantee given by the Holder of the Trust Common Securities to the Trust and the Holders of the Trust Preferred Securities in respect of the Company's obligations under the Partnership Guarantee, (i) the Holder of the Trust Common Securities will no longer be deemed to be outstanding have pledged the amount due in respect of its Trust Common Securities upon a liquidation of the Trust to the Trust and the Holders of the Trust Preferred Securities; (ii) Certificates representing the Holder of the Trust Common Securities will be deemed to represent have paid such amount to the Company Trust in respect of its obligations under the Partnership Guarantee; and (iii) the Property Trustee is hereby authorized to distribute such amount to the Holders of the Trust Preferred Securities or Non-Cumulative Capital Securities, as applicable, having an aggregate liquidation preference equal to the liquidation preference of, and bearing accrued and unpaid Distributions equal to accrued and unpaid Distributions on, (on a pro rata basis among such Trust Securities, until Preferred Securities Holders) in respect of the Trust Common Securities Holder's pledge of such Certificates are presented amount to the Company or the Bank, as applicable, or the Company's or the Bank's agent, for transfer or re-issuance.such Trust Preferred Securities Holders. 56