Common use of Affiliate Purchase in Lieu of Redemption or Repayment on Maturity Clause in Contracts

Affiliate Purchase in Lieu of Redemption or Repayment on Maturity. Except as otherwise provided in respect of a series of Securities, notwithstanding the other provisions of this Indenture, the Issuer may, by providing notice to the Trustee at least two Business Days prior to the Redemption Date or Maturity of any Securities, as applicable, elect to have one or more Affiliates of the Issuer or any Guarantor purchase all, but not less than all, of the Securities so to be redeemed or repaid at a price equal to the Redemption Price (excluding accrued and unpaid interest), in the case of Securities called for redemption, or at a price equal to the principal amount, in the case of Securities otherwise coming due at Maturity (in each case, the “Repayment Price”); provided that any accrued and unpaid interest thereon will be paid by the Issuer. Upon payment therefor of an amount equal to the Repayment Price, and payment by the Issuer of the accrued interest and premium, if any, such Securities shall be cancelled by the Trustee and a new certificate in the name of such Affiliate will be issued by the Trustee upon receipt by the Trustee of an Issuer Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such Securities, but rather such Securities shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Securities in connection with any matter put before Holders for approval, unless 100% of the Securities of each series entitled to be voted in respect of such matter are held by the Issuer, the Guarantors or their respective Affiliates. Should such Affiliate and the Issuer, if applicable, fail to make full payment of the Repayment Price on Maturity, then such Securities shall become due and payable as otherwise provided for but for this Section 3.11. The Trustee may request, and the Issuer and its counsel shall provide upon such request, any additional supporting documentation in connection with this Section 3.11, including but not limited to an Opinion of Counsel addressed to the Trustee in support of the Affiliate purchase herein described.

Affiliate Purchase in Lieu of Redemption or Repayment on Maturity. Except as otherwise provided in respect of a series of Securities, notwithstanding the other provisions of this Indenture, the Issuer may, by providing notice to the Trustee Trustees at least two Business Days prior to the Redemption Date or Maturity of any Securities, as applicable, elect to have one or more Affiliates of the Issuer or any Guarantor purchase all, but not less than all, of the Securities so to be redeemed or repaid at a price equal to the Redemption Price (excluding accrued and unpaid interest), in the case of Securities called for redemption, or at a price equal to the principal amount, in the case of Securities otherwise coming due at Maturity (in each case, the “Repayment Price”); provided that any accrued and unpaid interest thereon will be paid by the Issuer. Upon payment therefor of an amount equal to the Repayment Price, and payment by the Issuer of the accrued interest and premium, if any, such Securities shall be cancelled by the U.S. Trustee and a new certificate in the name of such Affiliate will be issued by the U.S. Trustee upon receipt by the Trustee Trustees of an Issuer Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such Securities, but rather such Securities shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Securities in connection with any matter put before Holders for approval, unless 100% of the Securities of each series entitled to be voted in respect of such matter are held by the Issuer, the Guarantors or their respective Affiliates. Should such Affiliate and the Issuer, if applicable, fail to make full payment of the Repayment Price on Maturity, then such Securities shall become due and payable as otherwise provided for but for this Section 3.11. The Trustee Trustees may request, and the Issuer and its counsel shall provide upon such request, any additional supporting documentation in connection with this Section 3.11, including but not limited to an Opinion of Counsel addressed to the Trustee Trustees in support of the Affiliate purchase herein described.

Affiliate Purchase in Lieu of Redemption or Repayment on Maturity. Except as otherwise provided in respect of a series of Securities, notwithstanding Notwithstanding the other provisions of this the Indenture, the Issuer Issuers may, by providing notice to the Trustee or Trustees at least two Business Days prior to the Redemption Date or Maturity of any SecuritiesStated Maturity, as applicable, elect to have one or more Affiliates an Affiliate of the any Issuer or any Guarantor (other than an Offshore Associate, in respect of Brookfield Infrastructure Finance Pty Ltd) purchase all, but not less than all, of the Securities Notes so to be redeemed or repaid at a price equal to the Redemption Price (excluding accrued and unpaid interest)Price, in the case of Securities Notes called for redemption, or at a price equal to the principal amount, in the case of Securities otherwise Notes coming due at Maturity Stated Maturity, together with any accrued and unpaid interest (in each case, the “Repayment Purchase Price”); provided that any accrued and unpaid interest thereon will be paid by the Issuer. Upon payment therefor therefore of an amount equal to the Repayment Purchase Price, and payment by the Issuer of the accrued interest and premium, if any, such Securities Notes shall be cancelled by the Trustee or Trustees and a new certificate in the name of such Affiliate will be issued by the Trustee or Trustees upon receipt by the Trustee or Trustees of an Issuer Issuers Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such SecuritiesNotes, but rather such Securities Notes shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer Issuers and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Securities Notes in connection with any matter put before Holders for approval, unless 100% of the Securities Notes of each series Series of Notes entitled to be voted in respect of such matter are held by the Issuer, the Guarantors Issuers or their respective Affiliates. Should such Affiliate and the Issuer, if applicable, fail to make full payment of the Repayment Purchase Price on the Redemption Date or Stated Maturity, as applicable, then such Securities Notes shall become due and payable as otherwise provided for but for this Section 3.1111.9. The Trustee or Trustees may request, and the Issuer Issuers and its their counsel shall provide upon such request, any additional supporting documentation in connection with this Section 3.1111.9, including but not limited to an Opinion of Counsel addressed to the Trustee or Trustees in support of the Affiliate purchase herein described.

Affiliate Purchase in Lieu of Redemption or Repayment on Maturity. Except as otherwise provided in respect of a series of Securities, notwithstanding Notwithstanding the other provisions of this the Indenture, the Issuer may, by providing notice to the Trustee at least two Business Days prior to the Redemption Date or Maturity of any SecuritiesDate, as applicable, elect to have one or more Affiliates an Affiliate of the Issuer or any Guarantor purchase all, but not less than all, of the Securities Notes so to be redeemed or repaid at a price equal to the Redemption Price (excluding all accrued and unpaid interest), in the case of Securities Notes called for redemption, or at a price equal to the principal amount, in the case of Securities otherwise Notes coming due at the Maturity Date (in each case, the “Repayment Purchase Price”); provided that any accrued and unpaid interest and any Additional Amounts payable thereon will be paid by the Issuer. Upon payment therefor therefore of an amount equal to the Repayment Purchase Price, and payment by the Issuer of the accrued interest and premiumpremium and any Additional Amounts, if any, such Securities Notes shall be cancelled by the Trustee and a new certificate in the name of such Affiliate will be issued by the Trustee upon receipt by the Trustee of an Issuer Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such SecuritiesNotes, but rather such Securities Notes shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Securities Notes in connection with any matter put before Holders for approval, unless 100% of the Securities Notes of each series Series of Notes entitled to be voted in respect of such matter are held by the Issuer, the Guarantors Issuer or their respective its Affiliates. Should such Affiliate and the Issuer, if applicable, fail to make full payment of the Repayment Purchase Price on Maturitythe Redemption Date or Maturity Date, as applicable, then such Securities Notes shall become due and payable as otherwise provided for but for this Section 3.1110.8. The Trustee may request, and the Issuer and its counsel shall provide upon such request, any additional supporting documentation in connection with this Section 3.1110.8, including but not limited to an Opinion of Counsel addressed to the Trustee in support of the Affiliate purchase herein described.

Affiliate Purchase in Lieu of Redemption or Repayment on Maturity. Except as otherwise provided in respect of a series of Securities, notwithstanding Notwithstanding the other provisions of this the Indenture, the Issuer may, by providing notice to the Trustee at least two Business Days prior to the Redemption Date or Maturity of any SecuritiesDate, as applicable, elect to have one or more Affiliates an Affiliate of the Issuer or any Guarantor purchase all, but not less than all, of the Securities Notes so to be redeemed or repaid at a price equal to the Redemption Price (excluding accrued and unpaid interest)Price, in the case of Securities Notes called for redemption, or at a price equal to the principal amount, in the case of Securities otherwise Notes coming due at the Maturity Date, together with any accrued and unpaid interest and any Additional Amounts payable thereon (in each case, the “Repayment Purchase Price”); provided that any accrued and unpaid interest thereon will be paid by the Issuer. Upon payment therefor therefore of an amount equal to the Repayment Purchase Price, and payment by the Issuer of the accrued interest and premium, if any, such Securities Notes shall be cancelled by the Trustee and a new certificate in the name of such Affiliate will be issued by the Trustee upon receipt by the Trustee of an Issuer Order, provided however, that such cancellation and reissuance of certificates shall be deemed not to represent a novation of the debt represented by such SecuritiesNotes, but rather such Securities Notes shall be deemed transferred to such Affiliate and such debt shall continue to remain outstanding on the same terms subject to such modifications, if any, as may be agreed by the Issuer and such Affiliate in writing. Such Affiliate shall not be permitted to vote such Securities Notes in connection with any matter put before Holders for approval, unless 100% of the Securities Notes of each series Series of Notes entitled to be voted in respect of such matter are held by the Issuer, the Guarantors Issuer or their respective its Affiliates. Should such Affiliate and the Issuer, if applicable, fail to make full payment of the Repayment Purchase Price on Maturitythe Redemption Date or Maturity Date, as applicable, then such Securities Notes shall become due and payable as otherwise provided for but for this Section 3.1110.8. The Trustee may request, and the Issuer and its counsel shall provide upon such request, any additional supporting documentation in connection with this Section 3.1110.8, including but not limited to an Opinion of Counsel addressed to the Trustee in support of the Affiliate purchase herein described.