Subordination Agreement Long Form

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATION AGREEMENT

This Subordination Agreement (the "Agreement") is made and entered into this {{day}} day of {{month}}, {{year}}, by and among:

{{subordinating_creditor_name}}, a {{subordinating_creditor_entity_type}} duly organized and existing under the laws of {{subordinating_creditor_jurisdiction}}, with its principal place of business at {{subordinating_creditor_address}} (the "Subordinating Creditor");

{{senior_creditor_name}}, a {{senior_creditor_entity_type}} duly organized and existing under the laws of {{senior_creditor_jurisdiction}}, with its principal place of business at {{senior_creditor_address}} (the "Senior Creditor");

and

{{borrower_name}}, a {{borrower_entity_type}} duly organized and existing under the laws of {{borrower_jurisdiction}}, with its principal place of business at {{borrower_address}} (the "Borrower").

RECITALS

A. The Borrower is indebted to the Subordinating Creditor pursuant to the terms of a loan agreement dated {{subordinating_loan_agreement_date}} (the "Subordinated Debt"), in the principal amount of {{subordinated_debt_amount}}.

B. The Borrower is indebted or proposes to become indebted to the Senior Creditor pursuant to the terms of a loan agreement dated {{senior_loan_agreement_date}} (the "Senior Debt"), in the principal amount of {{senior_debt_amount}}.

C. The Subordinating Creditor has agreed to subordinate the Subordinated Debt and all security interests and liens securing the Subordinated Debt to the Senior Debt and all security interests and liens securing the Senior Debt, upon the terms and conditions set forth herein.

AGREEMENT

1. Subordination. The Subordinating Creditor hereby unconditionally and irrevocably subordinates the Subordinated Debt and all rights of payment, security interests, and liens now or hereafter securing the Subordinated Debt, to the Senior Debt and all rights of payment, security interests, and liens now or hereafter securing the Senior Debt. This subordination is absolute and unconditional, irrespective of the validity, enforceability, or perfection of any lien, claim, or security interest of the Senior Creditor or the Subordinating Creditor.

2. Payments. Until the Senior Debt has been paid in full, the Subordinating Creditor agrees that it will not ask for, demand, sue for, take, or receive from the Borrower, by set-off or in any other manner, any payment, prepayment, or satisfaction of all or any part of the Subordinated Debt, except as expressly permitted by the Senior Creditor in writing.

3. Standstill. The Subordinating Creditor agrees that, until the Senior Debt has been paid in full, it will not, without the prior written consent of the Senior Creditor, commence or join in any action or proceeding against the Borrower to collect or enforce the Subordinated Debt, or to exercise any rights or remedies with respect to any collateral securing the Subordinated Debt.

4. Acknowledgment of Senior Debt. The Subordinating Creditor acknowledges and agrees that it has received a copy of the Senior Debt documentation and is fully familiar with its terms and conditions. The Subordinating Creditor further acknowledges that the Senior Creditor is relying on this Agreement in extending credit to the Borrower.

5. Representations and Warranties of Subordinating Creditor. The Subordinating Creditor represents and warrants to the Senior Creditor that: (a) it is the sole owner of the Subordinated Debt and has not assigned, transferred, or encumbered any interest therein; (b) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder; and (c) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms.

6. Covenants of Subordinating Creditor. The Subordinating Creditor covenants and agrees that it will not, without the prior written consent of the Senior Creditor, (a) sell, assign, transfer, or otherwise dispose of all or any part of the Subordinated Debt; (b) amend, modify, or waive any term of the Subordinated Debt documentation; or (c) take any action that would impair the subordination granted herein.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the parties with respect to the subject matter hereof.

SIGNATURES

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

SUBORDINATING CREDITOR:

By: ___________________________

Name: {{subordinating_creditor_signer_name}}

Title: {{subordinating_creditor_signer_title}}

SENIOR CREDITOR:

By: ___________________________

Name: {{senior_creditor_signer_name}}

Title: {{senior_creditor_signer_title}}

BORROWER:

By: ___________________________

Name: {{borrower_signer_name}}

Title: {{borrower_signer_title}}