Common use of Notes Subordinate Clause in Contracts

Notes Subordinate. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, covenants and agrees, that the Notes will be direct unsecured subordinated obligations of the Issuer. The obligations of the Issuer under the Notes are hereby subordinated in right of payment to all present and future Issuer Senior Indebtedness. The payment of all principal, premium (if any), interest and Additional Amounts on the Notes shall rank senior to all obligations of the Issuer in respect of its own equity and in respect of equity (including preferred equity) that has been issued by any Guarantor or BIPIC (including pursuant to any guarantee by the Issuer of the existing equity obligations of any such other Person), and will rank pari passu with the 2081 Notes and the Issuer’s guarantee obligations in respect of the Perpetual Notes. The Notes and the obligations of the Issuer under the Indenture will be fully and unconditionally guaranteed by each Guarantor pursuant to the Indenture, on a subordinated and joint and several basis, as to payment of principal, premium, interest and Additional Amounts (if any) and all other Obligations payable by the Issuer in respect of the Notes. All Guarantee Obligations are hereby subordinated in right of payment to all present and future Guarantor Senior Indebtedness. The Guarantee Obligations of each Guarantor shall rank senior to all obligations of such Guarantor in respect of its own equity and in respect of equity (including preferred equity) that has been issued by the Issuer, any other Guarantor or BIPIC (including pursuant to any guarantee by such Guarantor of the existing equity obligations of any such Person). In the event that, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property, shall be received by any Trustee or any Holder in contravention of the subordination provisions set out in this Second Supplemental Indenture, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable. In the event of the failure of the Trustees or any Holder to endorse or assign any such payment, distribution, or any security or property related thereto, each holder of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is irrevocably authorized to endorse or assign the same. The provisions of this Section 2.14.1 shall not impair any rights, interests, remedies, or powers of any holder of any Issuer Senior Indebtedness or any Guarantor Senior Indebtedness.

Notes Subordinate. The Issuer covenants and agrees, and each Holder of Notes, by the acceptance thereof, covenants and agrees, that the Notes will be direct unsecured subordinated obligations of the Issuer. The obligations of the Issuer under the Notes are hereby subordinated in right of payment to all present and future Issuer Senior Indebtedness. The payment of all principal, premium (if any), interest and Additional Amounts on the Notes shall rank senior to all obligations of the Issuer in respect of its own equity and in respect of equity (including preferred equity) that has been issued by any Guarantor or BIPIC (including pursuant to any guarantee by the Issuer of the existing equity obligations of any such other Person), and will rank pari passu with the 2084 Notes, the 2081 Notes and the Issuer’s guarantee obligations in respect of the Perpetual Notes. The Notes and the obligations of the Issuer under the Indenture will be fully and unconditionally guaranteed by each Guarantor pursuant to the Indenture, on a subordinated and joint and several basis, as to payment of principal, premium, interest and Additional Amounts (if any) and all other Obligations payable by the Issuer in respect of the Notes. All Guarantee Obligations are hereby subordinated in right of payment to all present and future Guarantor Senior Indebtedness. The Guarantee Obligations of each Guarantor shall rank senior to all obligations of such Guarantor in respect of its own equity and in respect of equity (including preferred equity) that has been issued by the Issuer, any other Guarantor or BIPIC (including pursuant to any guarantee by such Guarantor of the existing equity obligations of any such Person). In the event that, notwithstanding the foregoing, any payment or distribution of any character, whether in cash, securities, or other property, shall be received by any Trustee or any Holder in contravention of the subordination provisions set out in this Second Third Supplemental Indenture, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, remaining unpaid to the extent necessary to pay all such Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, in full. In the event of the failure of the Trustees or any Holder to endorse or assign any such payment, distribution, or any security or property related thereto, each holder of Issuer Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is irrevocably authorized to endorse or assign the same. The provisions of this Section 2.14.1 2.15.1 shall not impair any rights, interests, remedies, or powers of any holder of any Issuer Senior Indebtedness or any Guarantor Senior Indebtedness.

Notes Subordinate. The Issuer Corporation covenants and agrees, and each Holder of Notes, by the acceptance thereof, covenants and agrees, that the Notes will be direct unsecured subordinated obligations of the Issuer. The obligations of the Issuer under the Notes Corporation and are hereby subordinated in right of payment to all present and future Issuer Corporation Senior Indebtedness. The payment of all principal, premium (if any), ) and interest and Additional Amounts on the Notes shall rank senior to all obligations of the Issuer Corporation in respect of its own equity and in respect of equity (including preferred equity) that has been issued by any Guarantor or BIPIC (including pursuant to any guarantee by the Issuer of the existing equity obligations of any such other Person), and will rank pari passu with the 2081 Notes and the Issuer’s guarantee obligations in respect of the Perpetual Notes. The Notes and the obligations of the Issuer under the Indenture will be fully and unconditionally guaranteed by each Guarantor pursuant to the Indenture, on a subordinated and joint and several basis, as to payment of principal, premium, interest and Additional Amounts (if any) and all other Obligations payable by the Issuer in respect of the Notes. All Guarantee Obligations are hereby subordinated in right of payment to all present and future Guarantor Senior Indebtedness. The Guarantee Obligations of each Guarantor shall rank senior to all obligations of such Guarantor in respect of its own equity and in respect of equity (including preferred equity) that has been issued by the Issuer, any other Guarantor or BIPIC (including pursuant to any guarantee by such Guarantor Corporation of the existing equity obligations of any such Person). In Each Guarantor shall unconditionally, on a subordinated and joint and several basis, guarantee the due payment of all Guaranteed Obligations in accordance with Section 6.2. Notwithstanding the foregoing and notwithstanding Section 6.2, in the event that, notwithstanding the foregoing, that any payment or distribution of any character, whether in cash, securities, or other property, shall be received by any the Trustee or any Holder in contravention of the subordination provisions set out in this Second Fifth Supplemental Indenture, such payment or distribution shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Issuer Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of Issuer all Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, remaining unpaid to the extent necessary to pay all such Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, in full. In the event of the failure of the Trustees Trustee or any Holder to endorse or assign any such payment, distribution, or any security or property related thereto, each holder of Issuer Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is irrevocably authorized to endorse or assign the same. The provisions of this Section 2.14.1 2.11.1 shall not impair any rights, interests, remedies, or powers of any holder of any Issuer Corporation Senior Indebtedness or any Guarantor Senior Indebtedness.