Subordination of Guarantee of Perpetual Subordinated Capital Securities Sample Clauses

Subordination of Guarantee of Perpetual Subordinated Capital Securities. The Guarantor’s obligations under the Guarantee in respect of Perpetual Subordinated Capital Securities constitute subordinated and unsecured obligations of the Guarantor and, in the event of the winding-up of the Guarantor, the rights of Holders of Perpetual Subordinated Capital Securities against the Guarantor to payment of any amounts under or arising from the Guarantee of such Securities shall be subordinated to the claims of all Guarantor Senior Creditors including claims of holders of any other series of subordinated debt securities issued by the Guarantor which are expressed to rank as senior to the Guarantee of the Perpetual Subordinated Capital Securities including claims of Holders of Perpetual Subordinated Debt Securities, and further shall rank (subject to exceptions as are from time to time applicable under the laws of the United Kingdom) (i) at least pari passu with all obligations of the Guarantor which constitute or would, but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital and all other obligations of the Guarantor which arise in connection with any other capital instruments or securities and which rank pari passu with the Guarantee of Perpetual Subordinated Capital Securities as to participation in the Guarantor’s assets in the event of its winding-up; (ii) junior to (A) the obligations of the Guarantor pursuant to the Guarantee of the Dated Subordinated Debt Securities and the Guarantee of the Perpetual Subordinated Debt Securities, (B) the obligations of the Guarantor pursuant to the Legacy Tier 2 Notes Guarantee for so long as the Legacy Tier 2 Notes remain outstanding and (C) all other obligations of the Guarantor which constitute or would, but for any applicable limitation on the amount of such capital, constitute Tier 2 Capital and (iii) in priority to the claims of all holders of classes of share capital of the Guarantor. Except in a bankruptcy, winding up, liquidation or, if the Relevant Regulator has indicated in writing that it has no objection to such payment, any payments by the Guarantor of principal, premium, if any, interest, if any, or Deferred Interest, if any, in respect of the Perpetual Subordinated Capital Securities of any series are conditional upon the Guarantor Solvency Condition being satisfied immediately before and immediately after any such payment, and no principal, premium, if any, interest, if any, or Deferred Interest, if any, shall be payable in respect of a Guarantee...
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