Common use of Confirmation of Subordination Clause in Contracts

Confirmation of Subordination. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon request of the Corporation, and upon being furnished an Officer’s Certificate stating that one or more named persons are Senior Creditors and specifying the amount and nature of the Senior Indebtedness of such Senior Creditor, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that with the lapse of time will become an Event of Default, the Trustee shall enter into a written subordination agreement or agreements, with the Corporation 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 9 as a Senior Creditor and for such other matters, such as an agreement not to amend the provisions of this Article 9 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination agreement. Notwithstanding any terms set out in this Indenture or the Debentures, the holders of the Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge that the Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures further acknowledge that the Trustee has not and will not provide any advice to the holders of the Debentures in respect of the Debenture Documents, the adequacy of the Debenture Documents or as to the priority, registration or perfection of their interest in the Secured Assets.

Confirmation of Subordination. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 4, including the entering into of contractual subordination agreements (“Subordination Agreements”) with one or more Senior Creditors or a trustee or agent for it or them, and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon Upon request of the CorporationIssuer, and upon being furnished an Officer’s Certificate stating that one or more named persons Persons are Senior Creditors and specifying the amount and nature of the Specified Senior Indebtedness of such Senior CreditorCreditor and stating that such Subordination Agreement provides for provisions that are, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by opinion of the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied Issuer, acting reasonably, in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that substance not inconsistent with the lapse provisions of time will become an Event of Defaultthis Article 4, the Trustee shall enter into a written subordination agreement Subordination Agreement or agreements, Subordination Agreements with the Corporation Issuer, each applicable 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 9 4 as a Senior Creditor and for such other matters, such including those in addition to the provisions of this Article 4, as the Senior Creditor may reasonably request that, in the opinion of the Issuer, acting reasonably, are in substance not inconsistent with the provisions of this Article 4, and including for certainty, an agreement not to amend the provisions of this Article 9 4 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 used herein without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Specified Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination an agreement. Notwithstanding any terms set out in this Indenture or the Debentures, the holders of the Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge that the Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures further acknowledge that the Trustee has not and will not provide any advice to the holders of the Debentures in respect of the Debenture Documents, the adequacy of the Debenture Documents or as to the priority, registration or perfection of their interest in the Secured Assets.

Confirmation of Subordination. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 4, including the entering into of contractual subordination agreements (“Subordination Agreements”) with one or more Senior Creditors or a trustee or agent for it or them, and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon Upon request of the CorporationIssuer, and upon being furnished an Officer’s Certificate stating that one or more named persons Persons are Senior Creditors and specifying the amount and nature of the Specified Senior Indebtedness of such Senior CreditorCreditor and stating that such Subordination Agreement provides for provisions that are, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by opinion of the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied Issuer, acting reasonably, in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that substance not inconsistent with the lapse provisions of time will become an Event of Defaultthis Article 4, the Trustee shall enter into a written subordination agreement Subordination Agreement or agreements, Subordination Agreements with the Corporation Issuer, each applicable 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 9 4 as a Senior Creditor and for such other matters, such including those in addition to the provisions of this Article 4, as the Senior Creditor may reasonably request that, in the opinion of the Issuer, acting reasonably, are in substance not inconsistent with the provisions of this Article 4, and including for certainty, an agreement not to amend the provisions of this Article 9 4 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 used herein without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Specified Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination an agreement. 4.8 Knowledge of Trustee Notwithstanding the provisions of this Article 4 or any terms set out provision in this Indenture or in the Debentures, the holders of the Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge that the Trustee will not be involved charged with knowledge of any Specified Senior Indebtedness or of any default in the negotiation payment thereof, or preparation of the existence of any Subordination Agreement. The holders other fact that would prohibit the making of any payment of monies to or by the Debentures further acknowledge that Trustee, or the taking of any other action by the Trustee, unless and until the Trustee has not and will not provide received written notice thereof from the Issuer, any advice to the holders of the Debentures in respect of the Debenture Documents, the adequacy of the Debenture Documents Holder or as to the priority, registration or perfection of their interest in the Secured Assets.any Senior Creditor. 36990-2073 30186571.16

Confirmation of Subordination. Each holder of Debentures Holder and Beneficial Holder by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 5, including the entering into of contractual subordination and/or inter-creditor agreements (collectively, “Subordination Agreements”) with one or more Senior Creditors or a trustee or agent (mandatary) for it or them, and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon Upon request of the CorporationIssuer, and upon being furnished an Officer’s Certificate stating that one or more named persons are Senior Creditors and specifying the amount and nature of the Specified Senior Indebtedness of such Senior CreditorCreditor and stating that such Subordination Agreement provides for provisions that are, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by opinion of the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied Issuer, acting reasonably, in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that substance not inconsistent with the lapse provisions of time will become an Event of Defaultthis Article 5, the Trustee shall enter into a written subordination agreement one or agreements, more Subordination Agreements with the Corporation Issuer 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 9 5 as a Senior Creditor and for such other matters, such including those in addition to the provisions of this Article 5, as the Senior Creditor may reasonably request that, in the opinion of the Issuer, acting reasonably, are in substance not inconsistent with the provisions of this Article 5, and including for certainty, an agreement not to amend the provisions of this Article 9 5 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 used herein without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness Indebtedness specified therein is Specified Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination an agreement. Notwithstanding any terms set out in this Indenture or the Debentures, the holders of the Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge that the Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures further acknowledge that the Trustee has not and will not provide any advice to the holders of the Debentures in respect of the Debenture Documents, the adequacy of the Debenture Documents or as to the priority, registration or perfection of their interest in the Secured Assets.

Confirmation of Subordination. Each holder of Debentures Noteholder by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 6 and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures Noteholder by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as the agent for the Lenderslenders thereunder, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon request of the Corporation, and upon being furnished an Officer’s Certificate of the Corporation stating that one or more named persons Persons are Senior Creditors and specifying the amount and nature of the Senior Indebtedness of such Senior Creditor, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by the Debenture Note Documents and that all conditions precedent under the Debenture Note Documents for the subordination agreement have been satisfied in compliance with this Section 9.12 6.11 and no Event of Default has occurred or event has occur that with the lapse of time will become an Event of Default, the Trustee shall enter into a written subordination agreement or agreements, with the 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 9 6 as a Senior Creditor and for such other matters, such as an agreement not to amend the provisions of this Article 9 6 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 6 without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination agreement. Notwithstanding any terms set out in this Indenture or the Debenturesother Note Documents, the holders of the Debentures Notes acknowledge that their rights pursuant to this Indenture and the Debenturesother Note Documents, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures Notes acknowledge that the Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures Notes further acknowledge that the Trustee has not and will not provide any advice to the holders of the Debentures Notes in respect of the Debenture Note Documents, the adequacy of the Debenture Note Documents or as to the priority, registration or perfection of their interest in the Secured Assets.

Confirmation of Subordination. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee Issuer on his its behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 4, including the entering into of contractual subordination agreements (“Subordination Agreements”) with one or more Senior Creditors or a trustee or agent for it or them, and appoints the Trustee his Issuer its attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs The Issuer may furnish to the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon request of the Corporation, and upon being furnished Holders an Officer’s Certificate stating that one or more named persons Persons are Senior Creditors and specifying the amount and nature of the Specified Senior Indebtedness of such Senior CreditorCreditor and stating that such Subordination Agreement provides for provisions that are, and the Corporation shall confirm in the opinion of the Issuer, acting reasonably, in substance not inconsistent with the provisions of this Article 4. Following delivery of such Officer’s Certificate that such subordination agreement is permitted by the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that with the lapse of time will become an Event of DefaultCertificate, the Trustee shall Issuer, on behalf of the Holders, may enter into a written subordination agreement Subordination Agreement or agreements, Subordination Agreements with the Corporation Issuer, each applicable 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 9 4 as a Senior Creditor and for such other matters, such including those in addition to the provisions of this Article 4, as the Senior Creditor may reasonably request that, in the opinion of the Issuer, acting reasonably, are in substance not inconsistent with the provisions of this Article 4, and including for certainty, an agreement not to amend the provisions of this Article 9 4 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 used herein without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Specified Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination an agreement. Notwithstanding any terms set out in this Indenture or the Debentures, the holders of the Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge that the Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures further acknowledge that the Trustee has not and will not provide any advice to the holders of the Debentures in respect of the Debenture Documents, the adequacy of the Debenture Documents or as to the priority, registration or perfection of their interest in the Secured Assets.

Confirmation of Subordination. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 5 and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon Upon request of the CorporationCorporation or Crailar US, and upon being furnished an Officer’s Officers' Certificate stating that one or more named persons are Senior Creditors and specifying the amount and nature of the Senior Indebtedness of such Senior Creditor, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that with the lapse of time will become an Event of Default, the Trustee shall enter into a written subordination agreement or agreements, agreements with the Corporation or Crailar US, as the case may be, and the person or persons named in such Officer’s Officers' Certificate providing that such person or persons are entitled to all the rights and benefits of this Article 9 5 as a Senior Creditor and for such other matters, such as an agreement not to amend the provisions of this Article 9 5 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 herein without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination an agreement. Notwithstanding any terms set out in this Upon request of the Corporation or Crailar US, the Trustee shall enter into a written agreement or agreements with the Corporation or Crailar US, as the case may be, and the September 2012 Debenture Indenture or the DebenturesTrustee, on behalf of the holders of the September 2012 Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge providing that the September 2012 Debenture Indenture Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures further acknowledge that the Trustee has not and will not provide any advice to the holders of the September 2012 Debentures in respect are entitled to all the rights and benefits of this Article 5 and for such other matters, such as an agreement not to amend the provisions of this Article 5 and the relevant definitions herein without the consent of the September 2012 Debenture Documents, Indenture Trustee as the adequacy of the September 2012 Debenture Documents or as to the priority, registration or perfection of their interest in the Secured AssetsIndenture Trustee may reasonably request.

Confirmation of Subordination. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effect the subordination as provided in this Article 9 4, including the entering into of contractual subordination agreements (“Subordination Agreements”) with one or more Senior Creditors or a trustee or agent for it or them, and appoints the Trustee his attorney-in-fact for any and all such purposes. This power of attorney, being coupled with an interest and rights, shall be irrevocable. Each holder of Debentures by his acceptance thereof authorizes and directs the Trustee to execute the Subordination Agreement among the Corporation, Fortress Credit Co LLC, as agent for the Lenders, as Senior Creditor, and the Trustee dated June 6, 2017 attached as Schedule F hereto. In addition upon Upon request of the CorporationIssuer, and upon being furnished an Officer’s Certificate stating that one or more named persons are Senior Creditors and specifying the amount and nature of the Specified Senior Indebtedness of such Senior CreditorCreditor and stating that such Subordination Agreement provides for provisions that are, and the Corporation shall confirm in the Officer’s Certificate that such subordination agreement is permitted by opinion of the Debenture Documents and that all conditions precedent under the Debenture Documents for the subordination agreement have been satisfied Issuer, acting reasonably, in compliance with this Section 9.12 and no Event of Default has occurred or event has occur that substance not inconsistent with the lapse provisions of time will become an Event of Defaultthis Article 4, the Trustee shall enter into a written subordination agreement Subordination Agreement or agreements, Subordination Agreements with the Corporation Issuer, each applicable 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 9 4 as a Senior Creditor and for such other matters, such including those in addition to the provisions of this Article 4, as the Senior Creditor may reasonably request that, in the opinion of the Issuer, acting reasonably, are in substance not inconsistent with the provisions of this Article 4, and including for certainty, an agreement not to amend the provisions of this Article 9 4 and the definitions herein, which prejudice the rights of the holders of Senior Indebtedness under this Article 9 used herein without the prior written consent of such Senior Creditor, or their representative or the trustee under any indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued as the Senior Creditor may reasonably request. Such agreement shall be conclusive evidence that the indebtedness specified therein is Specified Senior Indebtedness, however, nothing herein shall impair the rights of any Senior Creditor who has not entered into such a subordination an agreement. Notwithstanding any terms set out in this Indenture or the Debentures, the holders of the Debentures acknowledge that their rights pursuant to this Indenture and the Debentures, and the obligations and undertakings of the Corporation, shall in all respects be subject to the terms and conditions of the Subordination Agreement. The holders of the Debentures acknowledge that the Trustee will not be involved in the negotiation or preparation of any Subordination Agreement. The holders of the Debentures further acknowledge that the Trustee has not and will not provide any advice to the holders of the Debentures in respect of the Debenture Documents, the adequacy of the Debenture Documents or as to the priority, registration or perfection of their interest in the Secured Assets.