Subordination Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SUBORDINATION AGREEMENT

This Subordination Agreement ("Agreement") is made and entered into on this {{date_of_agreement}}.

BETWEEN:

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

AND

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

AND

**{{debtor_name}}** (hereinafter referred to as "Debtor"), a company duly incorporated and registered under the laws of {{debtor_jurisdiction}}, 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}}) pursuant to a certain {{subordinating_debt_instrument_type}} dated {{subordinating_debt_instrument_date}} (the "Subordinated Debt").

WHEREAS, the Debtor is indebted to the Senior Creditor in the principal amount of {{senior_debt_amount}} ({{senior_debt_amount_words}}) pursuant to a certain {{senior_debt_instrument_type}} dated {{senior_debt_instrument_date}} (the "Senior Debt").

WHEREAS, the Senior Creditor has required, as a condition to entering into or maintaining the Senior Debt, that the Subordinating Creditor subordinate the Subordinated Debt to the Senior Debt.

AGREEMENT TO SUBORDINATE

The Subordinating Creditor hereby irrevocably and unconditionally subordinates the Subordinated Debt and all rights and remedies in respect thereof, whether now existing or hereafter arising, to the Senior Debt and all rights and remedies in respect thereof. This subordination shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, any amendment, modification, renewal, or extension of the Senior Debt or the Subordinated Debt, or any insolvency, bankruptcy, or reorganisation proceedings of the Debtor.

PAYMENTS

Notwithstanding anything to the contrary contained in the Subordinated Debt instruments, the Subordinating Creditor agrees that, until the Senior Debt has been indefeasibly paid in full, no payment, whether of principal, interest, or otherwise, shall be made on account of the Subordinated Debt if an event of default has occurred and is continuing under the Senior Debt instruments or if the Senior Creditor has given written notice to the Subordinating Creditor prohibiting such payment. Any payment received by the Subordinating Creditor in violation of this Agreement shall be held in trust for the Senior Creditor and promptly paid over to the Senior Creditor.

ENFORCEMENT OF RIGHTS

The Subordinating Creditor agrees that it will not, without the prior written consent of the Senior Creditor, take any steps to enforce its rights or remedies in respect of the Subordinated Debt, including, without limitation, commencing any legal proceedings, accelerating the Subordinated Debt, or seeking to realise on any security for the Subordinated Debt, until such time as the Senior Debt has been indefeasibly paid in full. The Senior Creditor shall have the sole right to accelerate, pursue remedies or otherwise enforce the terms of the Senior Debt.

AMENDMENT AND WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties hereto. No waiver of any breach of any provision of this Agreement shall be construed as a waiver of any subsequent breach of the same or any other provision.

GOVERNING LAW AND JURISDICTION

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

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF

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

___________________________________

{{subordinating_creditor_name}}

By: {{subordinating_creditor_signatory_name}}

Title: {{subordinating_creditor_signatory_title}}

___________________________________

{{senior_creditor_name}}

By: {{senior_creditor_signatory_name}}

Title: {{senior_creditor_signatory_title}}

___________________________________

{{debtor_name}}

By: {{debtor_signatory_name}}

Title: {{debtor_signatory_title}}