Status and Subordination. The Notes will be direct unsecured subordinated indebtedness of the Bank and will rank subordinate to all of the Bank’s deposit liabilities and all of the Bank’s other indebtedness (including all of the Bank’s other unsecured and subordinated indebtedness) from time to time issued and outstanding, except for such indebtedness which by its terms ranks equally in right of payment with, or is subordinate to, the Notes. Upon the occurrence of a Recourse Event, including if the Bank becomes insolvent or is wound-up (prior to the occurrence of a Trigger Event), the recourse of each Noteholder will be limited to such Noteholder’s proportionate share of the Trust Assets. As mentioned above, the receipt by a Noteholder of its proportionate share of the Trust Assets upon the occurrence of a Recourse Event shall exhaust the remedies of such Noteholder under the Notes. If a Noteholder does not receive its proportionate share of the Trust Assets under such circumstances, the sole remedy of the Noteholder for any claims against the Bank shall be limited to a claim for the delivery of such Trust Assets. If the Trust Assets that are delivered to the Noteholders under such circumstances comprise Preferred Shares or Common Shares, such Preferred Shares or Common Shares will rank on parity with the Bank’s other first preferred shares or Common Shares, as applicable. The Notes will be direct unsecured obligations of the Bank constituting subordinated indebtedness for the purposes of the Bank Act (Canada) and will not constitute savings accounts, deposits or other obligations that are insured by the United States Federal Deposit Insurance Corporation, the Deposit Insurance Fund, the Canada Deposit Insurance Corporation or any other governmental agency or under the Canada Deposit Insurance Corporation Act (Canada), the Bank Act (Canada) or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of a deposit taking financial institution.
Status and Subordination. (a) Status
Status and Subordination. (a) Status The Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. The rights and claims of the Holders against the Issuer under the Notes are subordinated as described in Condition 3(b).
Status and Subordination. 3.01 The Bonds constitute senior unsecured obligations of the Company ranking pari passu without any preference among themselves.
3.02 The rights of the Bondholders are subordinated to the claims of Senior Creditors (as defined below) and, accordingly, payments of principal and interest in respect of the Bonds are conditional upon the Company being solvent at the time of payment by the Company, and no principal or interest shall be payable in respect of the Bonds except to the extent that the Company could make such payment and still be solvent immediately thereafter. For the purposes of this Condition 3.02 the Company shall be solvent if (i) it is able to pay its debts as they fall due and (ii) its Assets (as defined below) exceed its Liabilities (as defined below) (other than, except in the circumstances provided in the Trust Deed, its Liabilities to persons who are not Senior Creditors). The Trust Deed contains provisions requiring a report as to the solvency of the Company to be made by two Directors of the Company or, in certain circumstances as provided in the Trust Deed, the Auditors (as defined in the Trust Deed) or, if the Company is in winding up in Trinidad and Tobago, its liquidator prior to any payment of principal or interest and also prior to the purchase of any Bonds beneficially by or for the account of the Company or any of its Subsidiaries. Any such report shall, in the absence of proven error, be treated and accepted by the Company, the Trustee and the Bondholders as correct and sufficient evidence of such solvency.
3.03 As used in this Condition 3:
Status and Subordination. The Notes constitute direct, unsecured and unguaranteed obligations of the Company ranking pari passu among each other and with all other unsecured and unsubordinated indebtedness of the Company, save for such obligations as may be preferred by mandatory provisions of applicable law.
Status and Subordination. The Notes constitute and will constitute unsecured, subordinated debt obligations of the Company. In the event of the voluntary or involuntary liquidation or bankruptcy of the Company, the rights of:
(a) the holders of Notes to payments of the principal amount of the Notes and any other amounts including interest due in respect of the Notes; and
(b) where the whole or any part of the principal amount of the Notes has been converted into conditional capital contributions pursuant to Section 9 and such conditional capital contributions have not been reconverted and reinstated as provided in such Section, the providers of such conditional capital contributions, in respect of such conditional capital contributions, shall rank:
(i) pari passu without any preference among the holders of Notes and such providers;
(ii) at least pari passu with the rights of the holders of any other outstanding Capital Securities whether or not such Capital Securities have been converted in the manner described in Section 9 and at least pari passu with the rights of the holders of any other obligations of the Company constituting or eligible (“eligible” to be construed, mutatis mutandis, as provided in the definition of Capital Event) as constituting Tier I Capital of the Company, in each case in relation to their rights as such holders and to payments in respect thereof;
(iii) in priority to the rights of holders of all classes of ordinary share capital, preferred share capital and other share capital of the Company and in priority to the rights of holders of any obligation of the Company expressed to rank junior to the Notes, in each case in relation to their rights as such holders and to payments in respect thereof; and
(iv) junior in right of payment to the payment of any present or future claims of (a) depositors of the Company, (b) other unsubordinated creditors of the Company and (c) subordinated creditors of the Company in respect of Subordinated Indebtedness (other than Capital Securities). No holder of Notes or provider of any conditional capital contribution who shall in the event of the liquidation or bankruptcy of the Company be indebted to the Company shall be entitled to exercise any right of set-off or counterclaim against moneys owed by the Company in respect of the Notes or conditional capital contributions held or provided by such holder of Notes or provider, as the case may be. The Company reserves the right to issue other Capital Securities in the future or oth...
Status and Subordination. (a) The Notes constitute the direct, unconditional and unsecured subordinated obligations of the Issuer and will rank at least equally with all other unsecured and subordinated obligations of the Issuer (whether actual or contingent) having a fixed maturity from time to time outstanding save only for such obligations as may be preferred by mandatory provisions of applicable law.
(b) Upon the occurrence of an Event of Default under Conditions 5(ii) through (iv) (inclusive) (each a “Bankruptcy Event”) and so long as such Bankruptcy Event is continuing, the claims of the Trustee under the Trust Deed, the Agents under the Agency Agreement and the Noteholders under these Conditions shall be subordinated in right of payment to the claims of all Senior Creditors.
(c) The Trustee agrees that so long as any Bankruptcy Event has occurred and is continuing, any amounts that would otherwise be due under the Trust Deed, the Agency Agreement and/or the Notes will only be paid after the payment in full of all claims of the Senior Creditors (including interest and other amounts in respect of such claims accruing after the date of commencement of such Bankruptcy Event). Thereafter, such amounts will be paid equally and rateably, together with all obligations of the Issuer ranking equally in right of payment with the liabilities of the Issuer under the Trust Deed, the Agency Agreement and the Notes.
Status and Subordination. The Subordinated Notes constitute direct, unconditional, unsecured and contractually subordinated obligations of the Issuer which will at all times rank (including in the event of a Winding-Up):
(i) pari passu without any preference among themselves;
(ii) pari passu with all claims of holders of all other subordinated and unsecured obligations of the Issuer which constitute, and all claims relating to a guarantee or other like or similar undertaking or arrangement given or undertaken by the Issuer in respect of any obligations of any other person which constitute, or (in either case) would but for any applicable limitation on the amount of such capital constitute, Tier 2 Ancillary Capital, and all obligations which rank, or are expressed to rank, pari passu therewith ("Parity Securities"), in each case both as regards the right to receive periodic payments and the right to receive repayment of capital on a Winding-Up, bankruptcy or liquidation of the Issuer;
(iii) in priority to the claims of holders of:
(A) any subordinated obligations of the Issuer expressed to rank junior to the Subordinated Notes or Parity Securities;
(B) all obligations of the Issuer which constitute, and all claims relating to a guarantee or other like or similar undertaking or arrangement given or undertaken by the Issuer in respect of any obligations of any other person which constitute, or (in either case) would, but for any applicable limitation on the amount of such capital, constitute, Tier 1 Capital and all obligations which rank, or are expressed to rank, pari passu therewith; and
(C) all classes of share capital of the Issuer, (the "Junior Securities"), in each case both as regards the right to receive periodic payments and the right to receive repayment of capital on a Winding-Up, bankruptcy or liquidation of the Issuer; and
(iv) junior and contractually subordinate to present or future claims of Senior Creditors.
Status and Subordination
