The Subordinated Lenders have agreed to subordinate the right of payments of the Subordinated Debt of a Borrower to a Senior Debt. The finance parties of the Senior Debt are represented by a Security Trustee / Agent.
The Subordinated Lenders have agreed that, subject to the terms and conditions of this Deed, the Subordinated Debt shall be subordinated in right of payment to the Senior Debt and are entering into this Deed in connection with the Finance Documents.
The Board of Directors of each Subordinated Lender is satisfied that entering into this Deed is for the purposes and to the benefit of that Subordinated Lender and its business.
The Security Trustee / Agent, the Subordinated Lenders and the Borrower intend this document to take effect as a deed (even though the Security Trustee / Agent only executes it under hand).
The Security Trustee / Agent holds the benefit of this Deed on trust for the Finance Parties on the terms of the Finance Documents.
Each Subordinated Lender hereby irrevocably covenants in favour of the Security Trustee / Agent for the benefit of the Finance Parties that the Subordinated Debt shall be subordinated and subject in right of payment to the prior payment in full of all Senior Debt and accordingly the Finance Parties shall be entitled to receive payment in full of the Senior Debt before such Subordinated Lender shall be entitled to receive any payment on account of the Subordinated Debt or any part of it.
Each Subordinated Lender and the Borrower undertake that, notwithstanding anything to the contrary contained in any Subordinated Finance Document, the Subordinated Debt shall not be due or payable or capable of becoming or being declared due or payable until the Senior Debt Discharge Date.