Subordination and Cession of Priority Leased Equipment

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{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATION AND CESSION OF PRIORITY LEASED EQUIPMENT

This Subordination and Cession of Priority Leased Equipment Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}.

BETWEEN:

{{subordinator_company_name}}, a company duly incorporated and existing under the laws of {{subordinator_country}}, with its registered office at {{subordinator_address}} (hereinafter referred to as the 'Subordinator').

AND

{{cessionary_company_name}}, a company duly incorporated and existing under the laws of {{cessionary_country}}, with its registered office at {{cessionary_address}} (hereinafter referred to as the 'Cessionary').

AND

{{lessee_company_name}}, a company duly incorporated and existing under the laws of {{lessee_country}}, with its registered office at {{lessee_address}} (hereinafter referred to as the 'Lessee').

RECITALS

A. The Subordinator is a lessor of certain equipment to the Lessee, as more fully described in Schedule A hereto (the 'Leased Equipment'), pursuant to a lease agreement dated {{original_lease_agreement_date}} (the 'Original Lease Agreement').

B. The Subordinator holds certain rights and interests in the Leased Equipment, including a security interest therein, as a result of the Original Lease Agreement.

C. The Lessee has entered into or proposes to enter into a financing arrangement with the Cessionary, pursuant to which the Cessionary requires a first-ranking security interest or priority claim over the Leased Equipment.

D. The Subordinator has agreed to subordinate its rights and interests in the Leased Equipment to the Cessionary and to cede its priority in respect of the Leased Equipment to the Cessionary, subject to the terms and conditions set forth herein.

SUBORDINATION OF RIGHTS

The Subordinator hereby unconditionally and irrevocably subordinates all its present and future rights, title, and interests in and to the Leased Equipment, including without limitation, its security interests, claims, and remedies under the Original Lease Agreement, to the rights, title, and interests of the Cessionary in the Leased Equipment. This subordination shall extend to all proceeds arising from the Leased Equipment.

The Subordinator agrees that the Cessionary’s security interest and/or claim in the Leased Equipment shall at all times rank in priority to any and all security interests, claims, or other rights of the Subordinator in the Leased Equipment, irrespective of the time or order of perfection of such interests or claims.

CESSION OF PRIORITY

The Subordinator hereby cedes, transfers, and assigns to the Cessionary, as a continuing security, the priority of its rights and interests in the Leased Equipment. This cession of priority shall be for the full duration of the financing arrangement between the Lessee and the Cessionary and shall secure all obligations of the Lessee to the Cessionary, whether present or future, actual or contingent, and howsoever arising.

REPRESENTATIONS AND WARRANTIES OF SUBORDINATOR

The Subordinator represents and warrants to the Cessionary that:

a. It is the sole legal and beneficial owner of the rights and interests in the Leased Equipment being subordinated and ceded hereunder.

b. It has full power and authority to enter into this Agreement and to perform its obligations hereunder.

c. This Agreement constitutes a legal, valid, and binding obligation of the Subordinator, enforceable in accordance with its terms.

d. There are no other agreements, commitments, or encumbrances that would prevent or hinder the Subordinator from entering into or performing its obligations under this Agreement.

INDEMNITY

The Subordinator hereby undertakes to indemnify and hold harmless the Cessionary, its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) incurred by the Cessionary as a result of any breach of the Subordinator's representations, warranties, or covenants contained in this Agreement.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of {{jurisdiction_country}} for the purpose of hearing and determining any dispute arising out of or in connection with this Agreement.

GENERAL PROVISIONS

a. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

b. Amendments: No amendment or variation of this Agreement shall be effective unless made in writing and signed by all the parties hereto.

c. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

d. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

[SUBORDINATOR]

_____________________________

Name: {{subordinator_signatory_name}}

Title: {{subordinator_signatory_title}}

[CESSIONARY]

_____________________________

Name: {{cessionary_signatory_name}}

Title: {{cessionary_signatory_title}}

[LESSEE - Acknowledgment and Consent]

_____________________________

Name: {{lessee_signatory_name}}

Title: {{lessee_signatory_title}}