Cession of Priority of Rank Agreement

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

CESSION OF PRIORITY OF RANK AGREEMENT

PARTIES

This Cession of Priority of Rank Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}},

BETWEEN:

{{cedent_company_name}} (Registration Number: {{cedent_company_registration_number}}), a company duly incorporated and existing under the laws of {{country}}, with its registered office at {{cedent_company_address}} (hereinafter referred to as "the Cedent");

AND

{{cessionary_company_name}} (Registration Number: {{cessionary_company_registration_number}}), a company duly incorporated and existing under the laws of {{country}}, with its registered office at {{cessionary_company_address}} (hereinafter referred to as "the Cessionary");

AND

{{debtor_company_name}} (Registration Number: {{debtor_company_registration_number}}), a company duly incorporated and existing under the laws of {{country}}, with its registered office at {{debtor_company_address}} (hereinafter referred to as "the Debtor").

RECITALS

A. The Debtor is indebted to the Cedent in the amount of {{cedent_debt_amount}} ({{cedent_debt_amount_words}}) under the terms of a credit agreement/loan agreement dated {{cedent_agreement_date}} (hereinafter referred to as "the Cedent's Debt").

B. The Cedent's Debt is secured by {{description_of_cedent_security}} (hereinafter referred to as "the Cedent's Security").

C. The Debtor wishes to obtain further financing from the Cessionary in the amount of {{cessionary_debt_amount}} ({{cessionary_debt_amount_words}}) (hereinafter referred to as "the Cessionary's Debt").

D. As a condition precedent to advancing the Cessionary's Debt, the Cessionary requires that the Cedent cedes the priority of its rank in respect of its security in favour of the Cessionary.

E. The Cedent has agreed to cede such priority of rank on the terms and conditions set out in this Agreement.

CESSION OF PRIORITY

1. The Cedent hereby irrevocably and unconditionally cedes, waives, and subordinates, in favour of the Cessionary, the priority of its rank in respect of the Cedent's Security, to the extent of the Cessionary's Debt.

2. This cession of priority means that, notwithstanding any prior registration or perfection of the Cedent's Security, the Cessionary's Security (present and future, up to the amount of the Cessionary's Debt) shall rank in priority to the Cedent's Security.

3. The Cedent agrees and acknowledges that the Cessionary shall be entitled to recover the Cessionary's Debt from the proceeds of the realization of the Cedent's Security before the Cedent is entitled to recover any part of the Cedent's Debt from the said proceeds.

UNDERTAKINGS BY THE CEDENT

The Cedent undertakes:

1. To do all things and sign all documents as may be necessary to give effect to this Agreement.

2. Not to enforce or seek to enforce its rights under the Cedent's Security to the detriment of the Cessionary's priority as established by this Agreement.

3. To notify the Cessionary immediately if the Debtor defaults on the Cedent's Debt.

DEBTOR'S ACKNOWLEDGMENT AND CONSENT

The Debtor hereby acknowledges the terms of this Agreement and consents to the cession of priority of rank as set out herein. The Debtor undertakes to cooperate with both the Cedent and the Cessionary to give full effect to this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governance}}. The Parties hereby submit to the non-exclusive jurisdiction of the courts of {{country_of_governance}} for the purpose of any legal action arising out of or in connection with this Agreement.

GENERAL PROVISIONS

1. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof.

2. No variation, addition, deletion, or consensual cancellation of this Agreement shall be of any force or effect unless reduced to writing and signed by all Parties hereto.

3. No indulgence, leniency, or extension of time granted by any Party shall constitute a waiver of any of that Party's rights under this Agreement.

SIGNATURES

THUS DONE AND SIGNED at {{cedent_signing_place}} on this {{cedent_signing_day}} day of {{cedent_signing_month}}, {{cedent_signing_year}}.

____________________________ For: {{cedent_company_name}} Name: {{cedent_authorized_signatory_name}} Capacity: {{cedent_authorized_signatory_capacity}}

THUS DONE AND SIGNED at {{cessionary_signing_place}} on this {{cessionary_signing_day}} day of {{cessionary_signing_month}}, {{cessionary_signing_year}}.

____________________________ For: {{cessionary_company_name}} Name: {{cessionary_authorized_signatory_name}} Capacity: {{cessionary_authorized_signatory_capacity}}

THUS DONE AND SIGNED at {{debtor_signing_place}} on this {{debtor_signing_day}} day of {{debtor_signing_month}}, {{debtor_signing_year}}.

____________________________ For: {{debtor_company_name}} Name: {{debtor_authorized_signatory_name}} Capacity: {{debtor_authorized_signatory_capacity}}