Subordination Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATION AGREEMENT

This SUBORDINATION AGREEMENT (hereinafter referred to as "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}},

BY AND BETWEEN:

{{senior_creditor_name}} (hereinafter referred to as "Senior Creditor"), a company duly incorporated and existing under the laws of {{country_senior_creditor}}, with its registered office at {{senior_creditor_address}}.

AND

{{subordinating_creditor_name}} (hereinafter referred to as "Subordinating Creditor"), a company duly incorporated and existing under the laws of {{country_subordinating_creditor}}, with its registered office at {{subordinating_creditor_address}}.

AND

{{debtor_name}} (hereinafter referred to as "Debtor"), a company duly incorporated and existing under the laws of {{country_debtor}}, with its registered office at {{debtor_address}}.

RECITALS

WHEREAS, the Debtor is indebted to the Subordinating Creditor in the principal amount of {{subordinating_debt_amount}} ({{subordinating_debt_amount_words}}) evidenced by {{subordinating_debt_instrument_details}} (hereinafter referred to as the "Subordinated Debt").

WHEREAS, the Debtor has applied to the Senior Creditor for a loan/financial accommodation in the amount of {{senior_debt_amount}} ({{senior_debt_amount_words}}) (hereinafter referred to as the "Senior Debt"), which Senior Debt is/will be secured by {{senior_debt_security_details}}.

WHEREAS, as a condition to providing the Senior Debt, the Senior Creditor requires the Subordinating Creditor to subordinate all of its rights and claims concerning the Subordinated Debt to the rights and claims of the Senior Creditor concerning the Senior Debt.

AGREEMENT TO SUBORDINATE

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subordinating Creditor hereby irrevocably and unconditionally subordinates any and all indebtedness, obligations, and liabilities of the Debtor to the Subordinating Creditor (including the Subordinated Debt) and any and all security interests, liens, or encumbrances held by the Subordinating Creditor against any assets of the Debtor, to the Senior Debt and any and all security interests, liens, or encumbrances held by the Senior Creditor against any assets of the Debtor.

STANDSTILL OBLIGATION

The Subordinating Creditor agrees that it shall not, directly or indirectly, demand, sue for, take, or receive from the Debtor, by way of payment, prepayment, set-off, or otherwise, any payment or satisfaction of all or any part of the Subordinated Debt, nor shall it take any action to enforce any security for the Subordinated Debt, until the Senior Debt has been indefeasibly paid in full and all commitments to extend credit under the Senior Debt facility have been terminated.

PRIORITY

This Agreement shall establish a complete and absolute priority in favour of the Senior Creditor over the Subordinating Creditor with respect to the payment of the Senior Debt according to its terms and conditions, at all times and for all purposes. This priority extends to any interest, fees, costs, and expenses associated with the Senior Debt.

SUBROGATION

Upon the indefeasible payment in full of the Senior Debt, the Subordinating Creditor shall be subrogated to the rights of the Senior Creditor to the extent of payments made by the Debtor hereunder on account of the Senior Debt which would otherwise have been applied to the Subordinated Debt. However, such subrogation is subject to the terms of this Agreement and shall not adversely affect the Senior Creditor.

REPRESENTATIONS AND WARRANTIES

The Subordinating Creditor represents and warrants to the Senior Creditor that it is the sole and beneficial owner of the Subordinated Debt, free and clear of any liens, encumbrances, or adverse claims, other than those created by this Agreement. The Subordinating Creditor has the full power and authority to enter into and perform its obligations under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}.

GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the date first above written.

_____________________________

For: {{senior_creditor_name}}

Name: {{senior_creditor_signatory_name}}

Title: {{senior_creditor_signatory_title}}

_____________________________

For: {{subordinating_creditor_name}}

Name: {{subordinating_creditor_signatory_name}}

Title: {{subordinating_creditor_signatory_title}}

_____________________________

For: {{debtor_name}}

Name: {{debtor_signatory_name}}

Title: {{debtor_signatory_title}}