Common use of TLG Program Clause in Contracts

TLG Program. (i) The Company is an “eligible entity” (as defined under Section 370.2(a) of the TLG Program) and is a “participating entity” (as defined in Section 370.2(g)(1) of the TLG Program). Neither the Issuer nor any of its subsidiaries has opted out of the TLG Program pursuant to the terms thereof. (ii) The Notes are “senior unsecured debt” (as defined in Section 370.2(e)(1) of the TLG Program) and “FDIC-guaranteed debt” (as defined in Section 370.2(i) of the TLG Program. (iii) As of the date hereof, the maximum amount of outstanding senior unsecured debt of the Company and its subsidiaries that may be guaranteed under the TLG Program is approximately $50,470,000,000 and the issuance of the Notes will not result in a breach of such maximum amount. (iv) The Company has not received any notification to the effect that the FDIC has reduced the limit of the debt of the Company and its subsidiaries that may be guaranteed under Section 370.3(b)(6) of the TLG Program, or that the FDIC has terminated the Company’s participation in the TLG Program. (v) The Master Agreement between the Issuer and the FDIC required by the TLG Program (the “Master Agreement”) has been duly authorized, executed and delivered by the Company, and, upon due execution by the FDIC, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); the Company is not in default under, nor has the Company breached or violated, the Master Agreement in any manner; and to the knowledge of the Company, the FDIC is not in default under and has not breached or violated the Master Agreement in any manner.

TLG Program. (i) The Company is an “eligible entity” (as defined under Section 370.2(a) of the TLG Program) and is a “participating entity” (as defined in Section 370.2(g)(1) of the TLG Program). Neither the Issuer nor any of its subsidiaries that are “participating entities” has opted out of the TLG Program pursuant to the terms thereof. (ii) The Notes are “senior unsecured debt” (as defined in Section 370.2(e)(1) of the TLG Program) and “FDIC-guaranteed debt” (as defined in Section 370.2(i) of the TLG Program. (iii) As of March 6, 2009 and before the date hereofsale of the Notes, the maximum remaining amount of outstanding senior unsecured debt of the Company and its subsidiaries that may be guaranteed under the TLG Program is approximately $50,470,000,000 17,495,749,527, and the issuance of the Notes will not result in a breach of such maximum amount. (iv) The Company has not received any notification to the effect that the FDIC has reduced the limit of the debt of the Company and its subsidiaries that may be guaranteed under Section 370.3(b)(6) of the TLG Program, or that the FDIC has terminated the Company’s participation in the TLG Program. (v) The Master Agreement Agreement, dated as of December 1, 2008, between the Issuer and the FDIC required by the TLG Program (the “Master Agreement”) has been duly authorized, executed and delivered by the Company, and, upon due execution assuming acceptance by the FDIC, will constitute constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); the Company is not in default under, nor has the Company breached or violated, the Master Agreement in any manner; and to the knowledge of the Company, the FDIC is not in default under and has not breached or violated the Master Agreement in any manner.

TLG Program. (i) The Company is an “eligible entity” (as defined under Section 370.2(a) of the TLG Program) and is a “participating entity” (as defined in Section 370.2(g)(1) of the TLG Program). Neither the Issuer nor any of its subsidiaries that are “participating entities” has opted out of the TLG Program pursuant to the terms thereof. (ii) The Notes are “senior unsecured debt” (as defined in Section 370.2(e)(1) of the TLG Program) and “FDIC-guaranteed debt” (as defined in Section 370.2(i) of the TLG Program. (iii) As of January 26, 2009 and before the date hereofsale of the Notes, the maximum remaining principal amount of outstanding senior unsecured debt of the Company and its subsidiaries that may be guaranteed under the TLG Program is approximately $50,470,000,000 31,521,854,367, and the issuance of the Notes will not result in a breach of such maximum amount. (iv) The Company has not received any notification to the effect that the FDIC has reduced the limit of the debt of the Company and its subsidiaries that may be guaranteed under Section 370.3(b)(6) of the TLG Program, or that the FDIC has terminated the Company’s participation in the TLG Program. (v) The Master Agreement Agreement, dated as of December 1, 2008, between the Issuer and the FDIC required by the TLG Program (the “Master Agreement”) has been duly authorized, executed and delivered by the Company, and, upon due execution assuming acceptance by the FDIC, will constitute constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); the Company is not in default under, nor has the Company breached or violated, the Master Agreement in any manner; and to the knowledge of the Company, the FDIC is not in default under and has not breached or violated the Master Agreement in any manner.

TLG Program. (i) The Company is an “eligible entity” (as defined under Section 370.2(a) of the TLG Program) and is a “participating entity” (as defined in Section 370.2(g)(1) of the TLG Program). Neither the Issuer nor any of its subsidiaries has opted out of the TLG Program pursuant to the terms thereof. (ii) The Notes are “senior unsecured debt” (as defined in Section 370.2(e)(1) of the TLG Program) and “FDIC-guaranteed debt” (as defined in Section 370.2(i) of the TLG Program. (iii) As of the date hereofhereof and before the sale of the Notes, the maximum remaining amount of outstanding senior unsecured debt of the Company and its subsidiaries that may be guaranteed under the TLG Program is approximately $50,470,000,000 21,067,000,000 and the issuance of the Notes will not result in a breach of such maximum amount. (iv) The Company has not received any notification to the effect that the FDIC has reduced the limit of the debt of the Company and its subsidiaries that may be guaranteed under Section 370.3(b)(6) of the TLG Program, or that the FDIC has terminated the Company’s participation in the TLG Program. (v) The Master Agreement between the Issuer and the FDIC required by the TLG Program (the “Master Agreement”) has been duly authorized, executed and delivered by the Company, and, upon due execution acceptance by the FDIC, will constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws affecting the rights of creditors now or hereafter in effect, and to equitable principles that may limit the right to specific enforcement of remedies, and further subject to 12 U.S.C. §1818(b)(6)(D) and similar bank regulatory powers and to the application of principles of public policy); the Company is not in default under, nor has the Company breached or violated, the Master Agreement in any manner; and to the knowledge of the Company, the FDIC is not in default under and has not breached or violated the Master Agreement in any manner.