Common use of Covenants Regarding Exchangeable LP Units Clause in Contracts

Covenants Regarding Exchangeable LP Units. So long as any Exchangeable LP Units owned by Non-Affiliated Holders are outstanding: a. BIP will ensure that on the day BIPC intends to declare or pay a dividend on the BIPC Shares: i. Exchange LP will: on the same day declare or pay, as the case may be, an equivalent distribution economically equivalent thereto (as determined in accordance with the Unit Provisions) on the Exchangeable LP Units (an “Equivalent Distribution”); and 1. have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Partnership Agreement, of any Equivalent Distribution on the Exchange LP Units; or ii. if the dividend is a dividend of BIPC Shares or Equivalent Securities, in lieu of such a dividend, Exchange LP will: 1. effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable LP Units (as determined in accordance with the Unit Provisions) (an “Equivalent Unit Subdivision”); and 2. have sufficient authorized but unissued securities available to enable the Equivalent Unit Subdivision; b. BIPC will advise Exchange LP sufficiently in advance of the declaration by BIPC of any dividend on BIPC Shares and take all such other actions as are reasonably necessary, in cooperation with Exchange LP, to ensure that: i. the respective declaration date, record date and payment date for an Equivalent Distribution on the Exchangeable LP Units will be the same as the declaration date, record date and payment date for the corresponding dividend on the BIPC Shares; and ii. the record date and effective date for an Equivalent Unit Subdivision will be the same as the record date and payment date for the dividend of BIPC Shares or Equivalent Securities, in lieu of such a distribution, on the BIPC Shares; c. BIPC will ensure that the record date for determining shareholders entitled to receive any dividend declared on BIPC Shares is not less than ten Business Days after the declaration date for such dividend or such shorter period as may be permitted under applicable Law; d. BIP will (and will cause any of BIPC, Exchange GP and LP Co to) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, in respect of each issued and outstanding Exchangeable LP Unit held by a Non-Affiliated Holder upon the liquidation, dissolution or winding-up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BIPC Shares to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions; e. BIP will (and will cause any of BIPC, Exchange GP and LP Co to) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, directly or indirectly through a BIP Designee, in accordance with applicable Law, to perform its obligations arising upon the exercise by a Non-Affiliated Holder of his, her or its Exchange Right or upon the exercise by BIP of its Final Exchange Right or Liquidation Call Right, including all such actions and all such things as are necessary or desirable to enable and permit BIP to cause to be delivered BIPC Shares or other property to the holders of Exchangeable LP Units in accordance with the provisions of Article 6, Article 7 or Article 5 of the Unit Provisions, as the case may be, together with a cheque in respect of the cash portion (if any) of the purchase price payable in respect of the exercise by such Non-Affiliated Holder of his, her or its Exchange Right or the exercise by BIP of its Final Exchange Right or Liquidation Call Right, as the case may be; and f. BIP will (and will cause any of BIPC, Exchange GP and LP Co to) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, directly or indirectly through a BIP Designee, in accordance with applicable Law, to perform its obligations arising upon the occurrence of a liquidation, dissolution or winding up of BIPC or any other distribution of the assets of BIPC among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit BIP to cause to be delivered BIPC Shares or other property to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions, together with a cheque in respect of the cash portion (if any) of the purchase price payable upon the occurrence of a liquidation, dissolution or winding up of BIPC or any other distribution of the assets of BIPC among its holders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable LP Units. So long as any Exchangeable LP Units owned by Non-Affiliated Holders are outstanding, BIP will: a. BIP will ensure that on the day BIPC intends to (a) not declare or pay a dividend any distribution on the BIPC Shares:BIP Units unless i. (i) Exchange LP will: on the same day : (A) simultaneously declare or pay, as the case may be, an equivalent distribution economically equivalent thereto (as determined in accordance with the Unit Provisions) on the Exchangeable LP Units (an “Equivalent Distribution”); and 1. (B) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Partnership Agreement, of any Equivalent Distribution on the Exchange LP Units; or (ii. ) if the dividend distribution is a dividend distribution of BIPC Shares or Equivalent SecuritiesBIP Units, in lieu of such a dividenddistribution, Exchange LP will: 1. (A) effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable LP Units (as determined in accordance with the Unit Provisions) (an “Equivalent Unit Subdivision”); and 2. (B) have sufficient authorized but unissued securities available to enable the Equivalent Unit Subdivision; b. BIPC will (b) advise Exchange LP sufficiently in advance of the declaration by BIPC BIP of any dividend distribution on BIPC Shares BIP Units and take all such other actions as are reasonably necessary, in cooperation with Exchange LP, to ensure that: i. (i) the respective declaration date, record date and payment date for an Equivalent Distribution on the Exchangeable LP Units will be the same as the declaration date, record date and payment date for the corresponding dividend distribution on the BIPC SharesBIP Units; and (ii. ) the record date and effective date for an Equivalent Unit Subdivision will be the same as the record date and payment date for the dividend of BIPC Shares or Equivalent Securitiesunit distribution, in lieu of such a distribution, on the BIPC SharesBIP Units; c. BIPC will (c) ensure that the record date for determining shareholders unitholders entitled to receive any dividend distribution declared on BIPC Shares the BIP Units is not less than ten Business Days after the declaration date for such dividend distribution or such shorter period as may be permitted under applicable Law; d. BIP will (and will cause any of BIPC, Exchange GP and LP Co tod) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, in respect of each issued and outstanding Exchangeable LP Unit held by a Non-Affiliated Holder Holders upon the liquidation, dissolution or winding-up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BIP Units to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price in respect of each issued and outstanding Exchangeable LP Unit held by Non-Affiliated Holders upon the delivery of a Retraction Request by a holder of any Exchangeable LP Units or a redemption of an Exchangeable LP Unit by Exchange LP, including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BIP Units to the holders of Exchangeable LP Units, in accordance with the provisions of Article 6 or Article 7 of the Unit Provisions, as the case may be; (f) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, in accordance with applicable Law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, or upon the occurrence of a liquidation, dissolution or winding up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP BIP to cause to be delivered BIPC Shares BIP Units or other property to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, or upon the occurrence of a liquidation, dissolution or winding up of Exchange LP or any other distribution of the Unit Provisions;assets of Exchange LP among its holders for the purpose of winding up its affairs as the case may be, together with a cheque in respect of any cash portion of the Liquidation Call Purchase Price, Retraction Call Purchase Price, Redemption Call Purchase Price, or Liquidation Amount, as the case may be; and e. BIP will (and will cause any of BIPC, Exchange GP and LP Co tog) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP and BIP, directly or indirectly through a BIP Designee, in accordance with applicable Law, to pay and otherwise perform its their obligations arising upon the exercise by a Non-Affiliated Holder of his, her or its Exchange Right or upon the exercise by BIP of its Final Exchange Right or Liquidation Call Right, including all such actions and all such things as are necessary or desirable to enable and permit BIP to cause to be delivered BIPC Shares or other property with respect to the holders of Exchangeable LP Units in accordance with the provisions of Article 6, Article 7 or Article 5 satisfaction of the Unit Provisions, as the case may be, together with a cheque in respect of the cash portion (if any) of the purchase price payable in respect of the exercise by such Non-Affiliated Holder of his, her or its Exchange Right or the exercise by BIP of its Final Exchange Right or Liquidation Call Right, as the case may be; and f. BIP will (and will cause any of BIPC, Exchange GP and LP Co to) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, directly or indirectly through a BIP Designee, in accordance with applicable Law, to perform its obligations arising Amount upon the occurrence of a liquidation, dissolution or winding up of BIPC BIP or any other distribution of the assets of BIPC among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit BIP to cause to be delivered BIPC Shares or other property to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions, together with a cheque in respect of the cash portion (if any) of the purchase price payable upon the occurrence of a liquidation, dissolution or winding up of BIPC or any other distribution of the assets of BIPC among its holders for the purpose of winding up its affairs.

Covenants Regarding Exchangeable LP Units. So long as any Exchangeable LP Units owned by Non-Affiliated Holders are outstanding, BPY will: a. BIP will ensure that on the day BIPC intends to (a) not declare or pay a dividend any distribution on the BIPC Shares:BPY Units unless i. (i) Exchange LP will: on the same day : (A) simultaneously declare or pay, as the case may be, an equivalent distribution economically equivalent thereto (as determined in accordance with the Unit Provisions) on the Exchangeable LP Units (an “Equivalent Distribution”); and 1. (B) have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable Law and the Partnership Agreement, of any Equivalent Distribution on the Exchange LP Units; or (ii. ) if the dividend distribution is a dividend distribution of BIPC Shares or Equivalent SecuritiesBPY Units, in lieu of such a dividenddistribution, Exchange LP will: 1. (A) effect a corresponding, contemporaneous and economically equivalent subdivision of the Exchangeable LP Units (as determined in accordance with the Unit Provisions) (an “Equivalent Unit Subdivision”); and 2. (B) have sufficient authorized but unissued securities available to enable the Equivalent Unit Subdivision; b. BIPC will (b) advise Exchange LP sufficiently in advance of the declaration by BIPC BPY of any dividend distribution on BIPC Shares BPY Units and take all such other actions as are reasonably necessary, in cooperation co-operation with Exchange LP, to ensure that: i. (i) the respective declaration date, record date and payment date for an Equivalent Distribution on the Exchangeable LP Units will be the same as the declaration date, record date and payment date for the corresponding dividend distribution on the BIPC SharesBPY Units; and (ii. ) the record date and effective date for an Equivalent Unit Subdivision will be the same as the record date and payment date for the dividend of BIPC Shares or Equivalent Securitiesunit distribution, in lieu of such a distribution, on the BIPC SharesBPY Units; c. BIPC will (c) ensure that the record date for determining shareholders unitholders entitled to receive any dividend distribution declared on BIPC Shares the BPY Units is not less than ten Business Days after the declaration date for such dividend distribution or such shorter period as may be permitted under applicable Law; d. BIP will (and will cause any of BIPC, Exchange GP and LP Co tod) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, in respect of each issued and outstanding Exchangeable LP Unit held by a Non-Affiliated Holder Holders upon the liquidation, dissolution or winding-up of Exchange LP or any other distribution of the assets of Exchange LP among its holders for the purpose of winding up its affairsaffairs including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BPY Units to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit Exchange LP, in accordance with applicable Law, to pay and otherwise perform its obligations with respect to the satisfaction of the Retraction Price and the Redemption Price in respect of each issued and outstanding Exchangeable LP Unit held by Non-Affiliated Holders upon the delivery of a Retraction Request by a holder of any Exchangeable LP Units or a redemption of an Exchangeable LP Unit by Exchange LP, including all such actions and all such things as are necessary or desirable to enable and permit Exchange LP to cause to be delivered BIPC Shares BPY Units to the holders of Exchangeable LP Units Units, in accordance with the provisions of Article 5 6 or Article 7 of the Unit Provisions;, as the case may be; and e. BIP will (and will cause any of BIPC, Exchange GP and LP Co tof) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, directly or indirectly through a BIP DesigneeBPY, in accordance with applicable Law, to perform its obligations arising upon the exercise by a Non-Affiliated Holder it of histhe Liquidation Call Right, her or its Exchange the Retraction Call Right or upon the exercise by BIP of its Final Exchange Right or Liquidation Redemption Call Right, including all such actions and all such things as are necessary or desirable to enable and permit BIP BPY to cause to be delivered BIPC Shares BPY Units or other property to the holders of Exchangeable LP Units in accordance with the provisions of Article 6the Liquidation Call Right, Article 7 the Retraction Call Right or Article 5 of the Unit ProvisionsRedemption Call Right, as the case may be, together with a cheque in respect of the any cash portion (if any) of the purchase price payable in respect of the exercise by such Non-Affiliated Holder of his, her or its Exchange Right or the exercise by BIP of its Final Exchange Right or Liquidation Call RightPurchase Price, Retraction Call Purchase Price or Redemption Call Purchase Price, as the case may be; and f. BIP will (and will cause any of BIPC, Exchange GP and LP Co to) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit BIP, directly or indirectly through a BIP Designee, in accordance with applicable Law, to perform its obligations arising upon the occurrence of a liquidation, dissolution or winding up of BIPC or any other distribution of the assets of BIPC among its holders for the purpose of winding up its affairs, including all such actions and all such things as are necessary or desirable to enable and permit BIP to cause to be delivered BIPC Shares or other property to the holders of Exchangeable LP Units in accordance with the provisions of Article 5 of the Unit Provisions, together with a cheque in respect of the cash portion (if any) of the purchase price payable upon the occurrence of a liquidation, dissolution or winding up of BIPC or any other distribution of the assets of BIPC among its holders for the purpose of winding up its affairs.