Status of the Subordinated Notes. The Subordinated Notes and any relative Receipts and Coupons are direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. In the event of: (a) an order being made, or an effective resolution being passed, for the winding-up of the Issuer or an analogous process under the laws of the DIFC (except, in any such case, a solvent winding-up or an analogous process under the laws of the DIFC solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reorganisation, reconstruction, amalgamation or substitution: (x) have previously been approved by an Extraordinary Resolution; and (y) do not provide that the Subordinated Notes shall thereby become redeemable or repayable in accordance with these Conditions); or (b) an administrator of the Issuer (or official with an analogous position under the laws of the DIFC) being appointed and such administrator (or official with an analogous position under the laws of the DIFC) giving notice that it intends to declare and distribute a dividend, the rights and claims of the Noteholders against the Issuer in respect of, or arising under, including any damages awarded for breach of any obligations under, the Subordinated Notes (whether on account of principal, interest or otherwise) will be subordinated to the claims of all Senior Creditors but will rank at least pari passu with the claims of holders of all other subordinated obligations of the Issuer which do not rank or are not expressed by their terms to rank junior to the payment obligations under the Subordinated Notes and will rank in priority to all claims of holders of all undated or perpetual subordinated obligations of the Issuer and to all claims of holders of all classes of share capital of the Issuer.
Appears in 3 contracts
Samples: Fiscal Agency Agreement, Fiscal Agency Agreement, Fiscal Agency Agreement
Status of the Subordinated Notes. (i) The indebtedness evidenced by the Subordinated Notes and any relative Receipts and Coupons are direct, will be unsecured and subordinated subordinate and junior in right of payment to the Issuer's obligations to its depositors, the Issuer's obligations under bankers' acceptances and letters of credit, and the Issuer's obligations to its other creditors (including any Federal Reserve Bank and the FDIC, except cross-guarantee liability to the FDIC for a loss of a commonly controlled institution), whether outstanding on or incurred after the date of this Offering Circular, other than any obligations which state expressly that they rank equally with or junior to the Subordinated Notes. In the event of any insolvency proceeding, receivership, conservatorship, reorganisation, readjustment of debt, marshalling of assets and liabilities or similar proceeding or any liquidation or winding up of the Issuer, whether voluntary or involuntary, all of the Issuer's obligations (except obligations which state expressly that they rank equally with or junior to the Subordinated Notes) will be entitled to be paid in full before any payment is made on account of the Subordinated Notes. In the event of any such proceeding, after payment in full of all amounts with respect to senior obligations, the Noteholders, together with the holders of any obligations of the Issuer and rank pari passu and without any preference among themselves. In ranking equally with the event of:
(a) an order being madeSubordinated Notes, or an effective resolution being passedwill be entitled to be paid, for the winding-up of the Issuer or an analogous process under the laws of the DIFC (except, in any such case, a solvent winding-up or an analogous process under the laws of the DIFC solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of from the Issuer's remaining assets, the terms unpaid principal of which reorganisation, reconstruction, amalgamation or substitution: (x) have previously been approved by an Extraordinary Resolution; and (y) do not provide that interest on the Subordinated Notes shall thereby become redeemable or repayable in accordance with these Conditions); or
(b) an administrator of the Issuer (such other obligations before any payment or official with an analogous position under the laws of the DIFC) being appointed and such administrator (or official with an analogous position under the laws of the DIFC) giving notice that it intends to declare and distribute a dividend, the rights and claims of the Noteholders against the Issuer in respect of, or arising under, including any damages awarded for breach of any obligations under, the Subordinated Notes (whether other distribution may be made on account of principal, interest any capital stock or otherwise) will be subordinated to the claims of all Senior Creditors but will rank at least pari passu with the claims of holders of all other subordinated obligations of the Issuer which do not rank or are not expressed by their terms to rank ranking junior to the payment obligations Subordinated Notes.
(ii) Subject to applicable law, no Noteholder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer arising under or in connection with the Subordinated Notes and will rank in priority each Noteholder shall, by virtue of being the holder of any Subordinated Note, be deemed to have waived all claims such rights of holders set-off, compensation or retention. The aggregate amount of all undated or perpetual subordinated obligations outstanding indebtedness as of December 31, 2004 that by the terms of such indebtedness would be senior to the Subordinated Notes is approximately $29.9 billion. As of the date of this Offering Circular, the only indebtedness of the Issuer that would rank equally with the Subordinated Notes are (i) the $100 million of 6.70 per cent. Subordinated Notes due 2005, (ii) the $100 million of 7.30 per cent Subordinated Notes due 2006, (iii) the $100 million of 6.25 per cent. Subordinated Notes due 2008, (iv) $200 million of 7.10 per cent. Subordinated Notes due 2009, (v) the $150 million of 6.30 per cent. Subordinated Notes due 2011, and to all claims (vi) the $200 million of holders of all classes of share capital of the Issuer4.60 per cent. Subordinated Notes due 2013.
Appears in 1 contract
Status of the Subordinated Notes. The Subordinated Notes and any relative Receipts and Coupons are direct, conditional (as described below) and unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among amongst themselves. In the event of:
(a) an order being made, or an effective resolution being passed, for the winding-up The payment obligations of the Issuer or an analogous process under the laws of the DIFC (except, in any such case, a solvent winding-up or an analogous process under the laws of the DIFC solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reorganisation, reconstruction, amalgamation or substitution: (x) have previously been approved by an Extraordinary Resolution; and (y) do not provide that the Subordinated Notes shall thereby become redeemable or repayable in accordance with these Conditions); or
(b) an administrator of the Issuer (or official with an analogous position under the laws of the DIFC) being appointed and such administrator (or official with an analogous position under the laws of the DIFC) giving notice that it intends to declare and distribute a dividend, the rights and claims of the Noteholders against the Issuer in respect of, or arising under, including any damages awarded for breach of any obligations under, the Subordinated Notes (whether on account of principal, interest or otherwise) will be subordinated to all unsubordinated payment obligations of the claims of all Senior Creditors Issuer in the manner described below but will rank at least pari passu with the claims of holders of all other subordinated payment obligations of the Issuer which do not rank or are not expressed by their terms to rank junior to the payment obligations under the Subordinated Notes and will rank in priority to all claims of shareholders of the Issuer. The rights of the holders of Subordinated Notes against the Issuer are subordinated in right of payment to the claims of all undated or perpetual subordinated obligations Senior Creditors of the Issuer and to all claims of holders of all classes of share capital accordingly payments in respect of the Issuer.Subordinated Notes (whether on account of principal, interest or otherwise) by the Issuer are conditional upon the Issuer being solvent at the time of such payment and no payment shall be payable by the Issuer in respect of the Subordinated Notes except to the extent that the Issuer could make such payment and any other payment required to be made to a creditor in respect of indebtedness which ranks or is expressed to rank pari passu with the Subordinated Notes and still be solvent immediately thereafter. For this purpose the Issuer shall be solvent if: (i) it is able to pay its debts as they fall due; and
Appears in 1 contract
Samples: Agency Agreement
Status of the Subordinated Notes. The Subordinated Notes and any relative Receipts and Coupons are direct, conditional (as described below) and unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among amongst themselves. In the event of:
(a) an order being made, or an effective resolution being passed, for the winding-up The payment obligations of the Issuer or an analogous process under the laws of the DIFC (except, in any such case, a solvent winding-up or an analogous process under the laws of the DIFC solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reorganisation, reconstruction, amalgamation or substitution: (x) have previously been approved by an Extraordinary Resolution; and (y) do not provide that the Subordinated Notes shall thereby become redeemable or repayable in accordance with these Conditions); or
(b) an administrator of the Issuer (or official with an analogous position under the laws of the DIFC) being appointed and such administrator (or official with an analogous position under the laws of the DIFC) giving notice that it intends to declare and distribute a dividend, the rights and claims of the Noteholders against the Issuer in respect of, or arising under, including any damages awarded for breach of any obligations under, the Subordinated Notes (whether on account of principal, interest or otherwise) will be subordinated to all unsubordinated payment obligations of the claims of all Senior Creditors Issuer in the manner described below but will rank at least pari passu with the claims of holders of all other subordinated payment obligations of the Issuer which do not rank or are not expressed by their terms to rank junior to the payment obligations under the Subordinated Notes and will rank in priority to all claims of shareholders of the Issuer. The rights of the holders of Subordinated Notes against the Issuer are subordinated in right of payment to the claims of all undated or perpetual subordinated obligations Senior Creditors of the Issuer and to all claims of holders of all classes of share capital accordingly payments in respect of the Issuer.Subordinated Notes (whether on account of principal, interest or otherwise) by the Issuer are conditional upon the Issuer being solvent at the time of such payment and no payment shall be payable by the Issuer in respect of the Subordinated Notes except to the extent that the Issuer could make such payment and any other payment required to be made to a creditor in respect of indebtedness which ranks or is expressed to rank pari passu with the Subordinated Notes and still be solvent immediately thereafter. For this purpose the Issuer shall be solvent if: (i) it is able to pay its debts as they fall due; and (ii) its Assets exceed its Liabilities, and, in this Condition 2.1(b) (Status of the Notes
Appears in 1 contract
Samples: Agency Agreement
Status of the Subordinated Notes. The This Condition 3.3 applies only to Notes specified in the relevant Final Terms as being Subordinated Notes and any relative Receipts and Coupons are direct, Notes.
(a) junior to all present or future unsecured and unsubordinated obligations of the Issuer (including, without limitation, any obligations under the Senior Notes ) or any other present or future subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. In the event of:
(a) an order being madewhich rank, or an effective resolution being passedare expressed by their terms to rank, for the winding-up of the Issuer or an analogous process under the laws of the DIFC (except, in any such case, a solvent winding-up or an analogous process under the laws of the DIFC solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reorganisation, reconstruction, amalgamation or substitution: (x) have previously been approved by an Extraordinary Resolution; and (y) do not provide that senior to the Subordinated Notes shall thereby become redeemable or repayable in accordance with these Conditions); orNotes, including any obligation required to be preferred by law;
(b) an administrator of the Issuer (or official with an analogous position under the laws of the DIFC) being appointed and such administrator (or official with an analogous position under the laws of the DIFC) giving notice that it intends to declare and distribute a dividend, the rights and claims of the Noteholders against the Issuer in respect of, or arising under, including any damages awarded for breach of any obligations under, the Subordinated Notes (whether on account of principal, interest or otherwise) will be subordinated to the claims of all Senior Creditors but will rank at least pari passu among themselves and with the claims of holders of all any other subordinated present or future obligations of the Issuer which do not rank rank, or are not expressed by their terms to rank rank, junior or senior to the payment obligations under the Subordinated Notes and will rank in priority Notes; and
(c) senior to all claims of holders of all undated any present or perpetual subordinated future obligations of the Issuer and which rank, or are expressed by their terms to all rank, junior to the Subordinated Notes (including, without limitation, the claims of holders the shareholders of all classes of share capital the Issuer and any other obligations under instruments or items included in the Tier 1 Capital of the Issuer). In relation to each Series of Subordinated Notes, all Notes of such Series will be treated equally and all amounts paid by the Issuer in respect of principal and/or interest thereon will be paid pro rata on all Notes of such Series. Each holder of a Subordinated Note and the Trustee unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of such Subordinated Note. The Subordinated Notes (including, for the avoidance of doubt, payments of principal and/or interest) shall be subject to the Loss Absorption Requirement, if so required under the BRRD and/or the SRM Regulation, in accordance with the powers of the Relevant Authority and where the Relevant Authority determines that the application of the Loss Absorption Requirement to the Subordinated Notes is necessary pursuant to applicable law and/or regulation in force from time to time.
Appears in 1 contract
Samples: Trust Deed
Status of the Subordinated Notes. The Subordinated Notes and any relative Receipts and Coupons are direct, conditional (as described below) and unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among amongst themselves. In the event of:
(a) an order being made, or an effective resolution being passed, for the winding-up The payment obligations of the Issuer or an analogous process under the laws of the DIFC (except, in any such case, a solvent winding-up or an analogous process under the laws of the DIFC solely for the purposes of a reorganisation, reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reorganisation, reconstruction, amalgamation or substitution: (x) have previously been approved by an Extraordinary Resolution; and (y) do not provide that the Subordinated Notes shall thereby become redeemable or repayable in accordance with these Conditions); or
(b) an administrator of the Issuer (or official with an analogous position under the laws of the DIFC) being appointed and such administrator (or official with an analogous position under the laws of the DIFC) giving notice that it intends to declare and distribute a dividend, the rights and claims of the Noteholders against the Issuer in respect of, or arising under, including any damages awarded for breach of any obligations under, the Subordinated Notes (whether on account of principal, interest or otherwise) will be subordinated to all unsubordinated payment obligations of the claims of all Senior Creditors Issuer in the manner described below but will rank at least pari passu with the claims of holders of all other subordinated payment obligations of the Issuer which do not rank or are not expressed by their terms to rank junior to the payment obligations under the Subordinated Notes and will rank in priority to all claims of shareholders of the Issuer. The rights of the holders of Subordinated Notes against the Issuer are subordinated in right of payment to the claims of all undated or perpetual subordinated obligations Senior Creditors of the Issuer and to all claims of holders of all classes of share capital accordingly payments in respect of the Issuer.Subordinated Notes (whether on account of principal, interest or otherwise) by the Issuer are conditional upon the Issuer being solvent at the time of such payment and no payment shall be payable by the Issuer in respect of the Subordinated Notes except to the extent that the Issuer could make such payment and any other payment required to be made to a creditor in respect of indebtedness which ranks or is expressed to rank pari passu with the Subordinated Notes and still be solvent immediately thereafter. For this purpose the Issuer shall be solvent if: (i) it is able to pay its debts as they fall due; and
Appears in 1 contract
Samples: Agency Agreement
