Common use of Confirmation of Subordination Clause in Contracts

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons are holders of Senior Indebtedness of the Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the Guarantor and the Person or Persons named in such Officer’s Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Trustee as the Holder’s his attorney-in-fact for any and all such purposes. Upon request of the GuarantorIssuer, and upon being furnished with an Officer’s Certificate stating that one or more named Persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees or other representative or representatives under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the Guarantor Issuer and the Person or Persons named in such Officer’s Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder by acceptance thereof authorizes and directs the Security TrusteeNew LP, on the Holder’s its behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee New LP as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness Guarantor Obligations of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness Guarantor Obligations may have been issued, and specifying the amount and nature of such Senior IndebtednessGuarantor Obligations, the Security Trustee shall New LP will enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness Guarantor Obligations, specified in such Officer’s Certificate and in such agreement. Such agreement shall will be conclusive evidence that the indebtedness specified therein is Senior IndebtednessGuarantor Obligations, however, nothing herein shall will impair the rights of any holder of Senior Indebtedness Guarantor Obligations who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by its acceptance thereof authorizes and directs the Security Trustee, Debenture Trustee on the Holder’s behalf, its behalf to take such action action, relying on the advice of Counsel, as may be necessary or appropriate to effectuate effect the subordination as provided in this Article 3, 5 and appoints the Security Debenture Trustee as the Holder’s its attorney-in-fact for any and all such purposes. Upon request of the GuarantorCorporation, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Debenture Trustee shall will enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall will be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, ; however, nothing herein shall will impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 13 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by its acceptance thereof authorizes and directs the Security Trustee, Debenture Trustee on the Holder’s behalf, its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Debenture Trustee as the Holder’s its attorney-in-fact for any and all such purposes. Upon the written request of the GuarantorCorporation, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Debenture Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, ; however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 2 Shares, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 5 Shares, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 7 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by its acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Trustee as the Holder’s its attorney-in-fact for any and all such purposes. Upon the written request of the GuarantorREIT, and upon being furnished with an Officer’s Certificate stating that one or more named Persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the Guarantor REIT and the Person or Persons named in such Officer’s Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, ; however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by its acceptance thereof authorizes and directs the Security Trustee, Debenture Trustee on the Holder’s behalf, its behalf to take such action action, relying on the advice of Counsel, as may be necessary or appropriate to effectuate effect the subordination as provided in this Article 3, 5 and appoints the Security Debenture Trustee as the Holder’s its attorney-in-fact for any and all such purposes. Upon request of the GuarantorREIT, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Debenture Trustee shall will enter into a written agreement or agreements with the Guarantor REIT and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall will be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, ; however, nothing herein shall will impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Trustee as the Holder’s his attorney-in-fact for any and all such purposes. Upon the written request of the GuarantorCorporation, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee director or trustees directors under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 5 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 10 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 12 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 18 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by its acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 7 and appoints the Security Trustee as the Holder’s its attorney-in-fact for any and all such purposes. Each holder of the Debentures by its acceptance thereof agrees that it will not take any action or direct the Trustee to take any action that is inconsistent with the terms of the Subordination Agreement and acknowledges that all payments or distributions on account of, or in respect of, the Debentures which are received by the Debentureholder contrary to the Subordination Agreement shall be received in trust for the benefit of Credit Suisse, shall be segregated from other funds and property held by the Debentureholder and shall be immediately paid over to Credit Suisse in the same form as received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash or securities) for, the payment or repayment of the Senior Indebtedness in accordance with the terms of the ISDA Agreement or the Senior Security Documents. Any inconsistency between the Indenture and the Subordination Agreement shall be resolved in favour of the Subordination Agreement. Upon the written request of the GuarantorCorporation, and upon being furnished with an Officer’s 's Certificate (together with such other supporting evidence as may be reasonably requested by the Trustee in connection with such request) stating that one or more named Persons are holders of secured obligations, including Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such secured obligations, including Senior Indebtedness Indebtedness, may have been issued, and specifying the amount and nature of such secured obligations, including Senior Indebtedness, the Security Trustee shall enter into a such written agreement or agreements agreements, including the Subordination Agreement, with the Guarantor Corporation and the Person or Persons named in such Officer’s 's Certificate providing that such Person or Persons are entitled to all the rights and benefits of this Article 3 7 as the holder or holders, representative or representatives, or trustee or trustees of such the secured obligations, including Senior Indebtedness Indebtedness, specified in such Officer’s 's Certificate and in such agreement, including any subordination agreements required in the event of an assignment. Such agreement shall be conclusive evidence that the indebtedness specified therein is are secured obligations, including Senior Indebtedness, ; however, nothing herein shall impair the rights of any holder of secured obligations, including Senior Indebtedness Indebtedness, who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Trustee as the Holder’s his attorney-in-fact for any and all such purposes. Upon request of the GuarantorTrust, and upon being furnished with an Officer’s 's Certificate stating that one or more named Persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees or other representative or representatives under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the Guarantor Trust and the Person or Persons named in such Officer’s Certificate 's Certificate, providing that such Person or Persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s 's Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, Trustee in his behalf to take such action as may be necessary or appropriate to effectuate effect the subordination as provided in this Article 3, 6 and appoints the Security Trustee as the Holder’s his attorney-in-fact for any and all such purposes. Upon request of the GuarantorCorporation, and upon being furnished with an Officer’s Officers’ Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall must enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Officers’ Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 6 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Officers’ Certificate and in such agreement. Such agreement shall will be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall will impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 1 Shares, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, Indenture Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Indenture Trustee as the Holder’s his attorney-in-fact for any and all such purposes. Upon request of the GuarantorCorporation, and upon being furnished with an Officer’s Officers' Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument instruments evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Indenture Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Certificate Officers' Certificate, providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Officers' Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, Debenture Trustee in his behalf to take such action as may be necessary or appropriate to effectuate effect the subordination as provided in this Article 3, 5 and appoints the Security Debenture Trustee as the Holder’s his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Upon request of the GuarantorCorporation, and upon being furnished with an Officer’s 's Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Debenture Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s 's Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s 's Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 4 Shares, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, [GUARANTEE INDENTURE FOR SERIES 4 SHARES] or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 8 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 15 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 16 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 14 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by his acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, his behalf to take such action as may be necessary or appropriate to effectuate effect the subordination as provided in this Article 3, ARTICLE V and appoints the Security Trustee as the Holder’s his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Upon request of the GuarantorCorporation, and upon being furnished with an Officer’s 's Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, Secured Creditors and specifying the amount and nature of the Secured Indebtedness of such Senior IndebtednessSecured Creditor, the Security Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s 's Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 ARTICLE V as a Secured Creditor and for such other matters, such as an agreement not to amend the provisions of this ARTICLE V and the definitions herein, which prejudice the rights of the holders of Secured Indebtedness under this ARTICLE V without the consent of such Secured Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Secured Indebtedness may have been issued as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreementSecured Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Secured Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness Secured Creditor who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 11 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 9 Preferred LP Units, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 3 Shares, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, [GUARANTEE INDENTURE FOR SERIES 3 SHARES] or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each such Holder Each holder of Debentures by its acceptance thereof authorizes and directs the Security Trustee, Trustee on the Holder’s behalf, its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 5 and appoints the Security Trustee as the Holder’s its attorney-in-fact for any and all such purposes. Upon the written request of the GuarantorCorporation, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 5 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, ; however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderInvestor, each such Holder Investor by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, agrees to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of and at the cost and expense of the Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the Guarantoror Guarantor Preferred Unit Obligations, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness or Guarantor Preferred Unit Obligations may have been issued, and specifying the amount and nature of such Senior IndebtednessIndebtedness or Guarantor Preferred Unit Obligations, the Security Trustee Investor shall enter into a written agreement or agreements with the Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness or Guarantor Preferred Unit Obligations specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior IndebtednessIndebtedness or Guarantor Preferred Unit Obligations, as applicable, however, nothing herein shall impair the rights of any holder of Senior Indebtedness or Guarantor Preferred Unit Obligations who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each HolderHolder of Series 6 Shares, each such Holder by acceptance thereof authorizes and directs the Security Trustee, on the Holder’s behalf, to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, and appoints the Security Trustee as the Holder’s attorney-in-fact for any and all such purposes. Upon request of the a Guarantor, and upon being furnished with an Officer’s Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the such Guarantor, or the representative or representatives of such holders, or the trustee or trustees under which any instrument evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Trustee shall enter into a written agreement or agreements with the such Guarantor and the Person person or Persons persons named in such Officer’s Certificate providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 as the holder or holders, representative or representatives, or trustee or trustees of such Senior Indebtedness specified in such Officer’s Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.

Confirmation of Subordination. As a condition to the benefits conferred hereby on each Holder, each Each holder of Debentures by such Holder by Debentureholder’s acceptance thereof authorizes and directs the Security Trustee, Indenture Trustee on the Holdersuch Debentureholder’s behalf, behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 3, 4 and appoints the Security Indenture Trustee as the Holdersuch Debentureholder’s attorney-in-fact for any and all such purposes. This power of attorney, is coupled with an interest and rights and is irrevocable. Upon request of the GuarantorCorporation, and upon being furnished with an Officer’s Officers’ Certificate stating that one or more named Persons persons are holders of Senior Indebtedness of the GuarantorIndebtedness, or the representative or representatives of such holders, or the trustee or trustees under which any instrument instruments evidencing such Senior Indebtedness may have been issued, and specifying the amount and nature of such Senior Indebtedness, the Security Indenture Trustee shall enter into a written agreement or agreements with the Guarantor Corporation and the Person person or Persons persons named in such Officer’s Certificate Officers’ Certificate, providing that such Person person or Persons persons are entitled to all the rights and benefits of this Article 3 4 as the holder or holders, representative or representatives, or trustee or trustees of such the Senior Indebtedness specified in such Officer’s Officers’ Certificate and in such agreement. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any holder of Senior Indebtedness who has not entered into such an agreement.