Common use of Exchanges, Reclassifications, Mergers and Consolidations Clause in Contracts

Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Subordinated Securities, or of a merger or consolidation of the Credit Union with another entity, unless in each case (x) the Senior Subordinated Securities remain outstanding or, in the case of any such merger or consolidation with respect to which the Credit Union is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and (y) such remaining Senior Subordinated Securities outstanding or such securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Subordinated Securities immediately prior to such consummation, taken as a whole; provided, however, that, for all purposes of this Section 6.11(b), any increase in the amount of the Senior Subordinated Securities, or the creation and issuance of any other Indebtedness of the Credit Union, or any securities convertible into or exchangeable or exercisable for any Senior Subordinated Securities, ranking senior to, equally with and/or subordinate to the Senior Subordinated Securities with respect to the payment of interest (whether or not such interest compounds) and the distribution of assets upon liquidation, dissolution or winding up of the Credit Union. will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders of outstanding Senior Subordinated Securities.

Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Subordinated SecuritiesDesignated Preferred, or of a merger or consolidation of the Credit Union Issuer with another corporation or other entity, unless in each case (x) the Senior Subordinated Securities units of Designated Preferred remain outstanding or, in the case of any such merger or consolidation with respect to which the Credit Union Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such units remaining Senior Subordinated Securities outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Subordinated Securities Designated Preferred immediately prior to such consummation, taken as a whole; provided, however, that, that for all purposes of this Section 6.11(b7(c), any increase in the amount of the Senior Subordinated Securitiesauthorized Preferred Interests, including any increase in the authorized amount of Designated Preferred necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other Indebtedness series of the Credit UnionPreferred Interests, or any securities convertible into or exchangeable or exercisable for any Senior Subordinated Securitiesother series of Preferred Interests, ranking senior to, equally with and/or subordinate junior to the Senior Subordinated Securities Designated Preferred with respect to the payment of interest distributions (whether such distributions are cumulative or not such interest compoundsnon-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Credit Union. Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders holders of outstanding Senior Subordinated Securitiesunits of the Designated Preferred; provided, further, however, that (i) a GMAC Conversion, (ii) the adoption of the second amended and restated version of the LLC Agreement to be entered into on or about December 31, 2008 and (iii) any amendments to the LLC Agreement entered into in connection with the compliance by the Company, General Motors Corporation and/or FIM Holdings LLC with their commitments to the Board of Governors for purposes of such Board’s approval of the Company’s Bank Holding Act application and/or the United States Department of the Treasury for purposes of the Company’s participation in the Troubled Asset Relief Program, or any similar or successor program, will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding units of the Designated Preferred, provided that, in the case of a GMAC Conversion, (i) the Designated Preferred are converted into or exchanged for preferred stock of the resulting corporation having terms substantially the same as the terms of the Designated Preferred and (ii) that the holders of the Designated Preferred will maintain a substantially equivalent economic interest, based on the capital amounts of their respective interests, in the Company after the GMAC Conversion as they held prior to the GMAC Conversion.

Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Subordinated SecuritiesDesignated Preferred other than an Optional Conversion or Mandatory Conversion, or of a merger or consolidation of the Credit Union Issuer with another corporation or other entity, unless in each case (x) the Senior Subordinated Securities units of Designated Preferred remain outstanding or, in the case of any such merger or consolidation with respect to which the Credit Union Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such units remaining Senior Subordinated Securities outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Subordinated Securities Designated Preferred immediately prior to such consummation, taken as a whole; provided, however, that, that for all purposes of this Section 6.11(b7(c), any increase in the amount of the Senior Subordinated Securitiesauthorized Preferred Interests, including any increase in the authorized amount of Designated Preferred necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other Indebtedness series of the Credit UnionPreferred Interests, or any securities convertible into or exchangeable or exercisable for any Senior Subordinated Securitiesother series of Preferred Interests, ranking senior to, equally with and/or subordinate junior to the Senior Subordinated Securities Designated Preferred with respect to the payment of interest distributions (whether such distributions are cumulative or not such interest compoundsnon-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Credit Union. Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders holders of outstanding Senior Subordinated Securitiesunits of the Designated Preferred; provided, further, however, that (i) a GMAC Conversion and (ii) any amendments to the LLC Agreement entered into in connection with the compliance by the Issuer, General Motors Corporation and/or FIM Holdings LLC with their commitments to the Federal Reserve in connection with the Issuer’s status as a Bank Holding Company and/or the United States Department of the Treasury for purposes of the Issuer’s participation in the Troubled Asset Relief Program, or any similar or successor program, will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding units of the Designated Preferred, provided that, in the case of a GMAC Conversion, (i) the Designated Preferred are converted into or exchanged for preferred stock of the resulting corporation having terms substantially the same as the terms of the Designated Preferred and (ii) that the holders of the Designated Preferred will maintain a substantially equivalent economic interest, based on the capital amounts of their respective interests, in the Issuer after the GMAC Conversion as they held prior to the GMAC Conversion.

Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding exchange or reclassification involving the Senior Subordinated Securities, or of a merger or consolidation of the Credit Union Seller with another corporation or other entity, unless in each case (x) the Senior Subordinated Securities remain outstanding or, in the case of any such merger or consolidation with respect to which the Credit Union Seller is not the surviving or resulting entity, are converted into or exchanged for securities of the surviving or resulting entity or its ultimate parent, and (y) such remaining Senior Subordinated Securities outstanding or such securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the Holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Senior Subordinated Securities immediately prior to such consummation, taken as a whole; . provided, however, that, that for all purposes of this Section 6.11(b4.11(b), any increase in the amount of the Senior Subordinated Securities, or the creation and issuance of any other Indebtedness of the Credit UnionSeller, or any securities convertible into or exchangeable or exercisable for any Senior Subordinated Securities, ranking senior to, equally with and/or subordinate to the Senior Subordinated Securities with respect to the payment of interest (whether or not such interest compounds) and the distribution of assets upon liquidation, dissolution or winding up of the Credit Union. Seller will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders of outstanding Senior Subordinated Securities.