THIS DEED is made on 26 December 2024
Between
(1) PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE as Subordinated Lenders (the "Subordinated Lenders")
(2) PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE as AGENT for the benefit of the finance parties (the "AGENT")
(3) PARTY_3_NAME whose principal place of business is at PARTY_3_ADDRESS_SINGLE_LINE as Borrower (the "Borrower")
Whereas
(A) 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.
(B) 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.
(C) The AGENT, the Subordinated Lenders and the Borrower intend this document to take effect as a deed (even though the AGENT only executes it under hand).
(D) The AGENT holds the benefit of this Deed on trust for the Finance Parties on the terms of the Finance Documents.
It is agreed as follows:
1. Interpretation
1.1 Definitions: In this Deed (including the recitals) words and expressions defined in the Facility Agreement shall bear the same respective meanings when used herein, unless otherwise defined herein or the context otherwise requires. The following words and expressions have, except where the context otherwise requires, the meanings respectively shown opposite them:-
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