[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-subordination-agreement-to-secured-debt-D410":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"June 19, 2022 Contact Name Address Address2 City, State/Province Zip/Postal Code OBJECT: SUBORDINATION AGREEMENT TO SECURED DEBT Dear [Contact name],",null,"Subordination Agreement to Secured Debt","1",31,"doc","https://templates.business-in-a-box.com/imgs/1000px/subordination-agreement-to-secured-debt-D410.png","https://templates.business-in-a-box.com/imgs/250px/410.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#410.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Business Loans","/templates/business-loan/",{"label":23,"url":24},"Guaranties & Collateral","/templates/guaranties-collateral/","subordination agreement to secured debt","Subordination Agreement to Secured Debt Template","https://templates.business-in-a-box.com/imgs/400px/410.png","https://templates.business-in-a-box.com/imgs/600px/410.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Legal Agreements","/templates/business-legal-agreements/",{"label":39,"url":40},"Loans & Promissory Notes","/templates/loans-and-promissory-notes/",[42,46,50,54,58,62,66,70,74,78,82,86,90,106,121,136,150,165],{"label":43,"url":44,"thumb":45,"extension":10},"Secured Lumpsum Promissory Note Agreement","/template/secured-lumpsum-promissory-note-agreement-D13041","https://templates.business-in-a-box.com/imgs/250px/13041.png",{"label":47,"url":48,"thumb":49,"extension":10},"Agreement to Extend Debt Payment","/template/agreement-to-extend-debt-payment-D179","https://templates.business-in-a-box.com/imgs/250px/179.png",{"label":51,"url":52,"thumb":53,"extension":10},"Subordination Agreement","/template/subordination-agreement-D423","https://templates.business-in-a-box.com/imgs/250px/423.png",{"label":55,"url":56,"thumb":57,"extension":10},"Secured Installment Note","/template/secured-installment-note-D440","https://templates.business-in-a-box.com/imgs/250px/440.png",{"label":59,"url":60,"thumb":61,"extension":10},"Agreement to Compromise Debt","/template/agreement-to-compromise-debt-D385","https://templates.business-in-a-box.com/imgs/250px/385.png",{"label":63,"url":64,"thumb":65,"extension":10},"Subordination Agreement Long Form","/template/subordination-agreement-long-form-D424","https://templates.business-in-a-box.com/imgs/250px/424.png",{"label":67,"url":68,"thumb":69,"extension":10},"Subordination Agreement Private Companies","/template/subordination-agreement-private-companies-D425","https://templates.business-in-a-box.com/imgs/250px/425.png",{"label":71,"url":72,"thumb":73,"extension":10},"Agreement to Extend Debt Payment Terms","/template/agreement-to-extend-debt-payment-terms-D386","https://templates.business-in-a-box.com/imgs/250px/386.png",{"label":75,"url":76,"thumb":77,"extension":10},"Request of Extension of Time to Repay Debt","/template/request-of-extension-of-time-to-repay-debt-D233","https://templates.business-in-a-box.com/imgs/250px/233.png",{"label":79,"url":80,"thumb":81,"extension":10},"Notice of Debt Acknowledgment","/template/notice-of-debt-acknowledgment-D390","https://templates.business-in-a-box.com/imgs/250px/390.png",{"label":83,"url":84,"thumb":85,"extension":10},"Security Agreement and Promissory Note","/template/security-agreement-and-promissory-note-D912","https://templates.business-in-a-box.com/imgs/250px/912.png",{"label":87,"url":88,"thumb":89,"extension":10},"Promissory Note","/template/promissory-note-D434","https://templates.business-in-a-box.com/imgs/250px/434.png",{"description":91,"descriptionCustom":6,"label":92,"pages":8,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":99,"keywords":98,"url":105},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: Monthly Partial Payment Dear [Contact name], In accordance with our agreement, I am enclosing our check in the amount of [AMOUNT], which represents a minimum payment that you can expect each month from our firm. As you will note, this amount will decrease the balance owing to zero in twelve payments","Monthly Partial Payment to Creditor",513,"https://templates.business-in-a-box.com/imgs/1000px/monthly-partial-payment-to-creditor-D449.png","https://templates.business-in-a-box.com/imgs/250px/449.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#449.xml",{"title":98,"description":6},"monthly partial payment to creditor",[100,102],{"label":17,"url":101},"finance-accounting",{"label":103,"url":104},"Administration","business-administration","/template/monthly-partial-payment-to-creditor-D449",{"description":107,"descriptionCustom":6,"label":108,"pages":109,"size":93,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":115,"keywords":114,"url":120},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":114,"description":6},"loan agreement",[116,117,119],{"label":17,"url":101},{"label":20,"url":118},"business-loan",{"label":20,"url":118},"/template/loan-agreement-D417",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":134,"url":135},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[131,133],{"label":36,"url":132},"business-legal-agreements",{"label":36,"url":132},"security agreement","/template/security-agreement-D915",{"description":137,"descriptionCustom":6,"label":138,"pages":109,"size":93,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":149},"PERSONAL GUARANTEE This Personal Guarantee (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Guarantor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] I, [NAME OF GUARANTOR], residing at [COMPLETE ADDRESS], hereby personally and solidarity guarantee all of the obligations of [YOUR COMPANY NAME] and agree to be bound solidarity with [YOUR COMPANY NAME] for the prompt performance of [YOUR COMPANY NAME]'s obligations under that certain [SPECIFY] Agreement dated [DATE] (the \"Agreement\") between [YOUR COMPANY NAME] and [COMPANY NAME], including without limitation the payment of all goods, wares and merchandise as [YOUR COMPANY NAME] may from time to time select and purchase on credit from [COMPANY NAME], and hereby expressly renounce to the benefits of division and discussion. Furthermore, I agree that waive may extend the time for payment of any amounts owing to it by waive and/or may waive any default by waive without it in any way lessening or limiting my liability hereunder. Notwithstanding the foregoing, my guarantee hereunder to pay any and all amounts owing by [YOUR COMPANY NAME] to [COMPANY NAME] shall be limited to the sum of [AMOUNT] OR [%] of such outstanding amount.","Personal Guarantee","https://templates.business-in-a-box.com/imgs/1000px/personal-guarantee-D405.png","https://templates.business-in-a-box.com/imgs/250px/405.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#405.xml",{"title":143,"description":6},"personal guarantee",[145,146,147],{"label":17,"url":101},{"label":20,"url":118},{"label":23,"url":148},"guaranties-collateral","/template/personal-guarantee-D405",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":93,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":164},"FORBEARANCE AGREEMENT This Forbearance Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE LENDER] (the \"Lender\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE BORROWER] (the \"Borrower \"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Lender has made a loan to the Borrower in the original principal amount of [LOAN AMOUNT] (the \"Loan\") pursuant to that certain Loan Agreement, by and between the Lender and the Borrower, dated as of [MONTH] [DAY], [YEAR] (the \"Loan Agreement\") and certain related agreements, as the same may have been or may be further amended, modified, supplemented, extended, renewed, restated, or replaced (collectively, the \"Loan Documents\"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Loan Documents. WHEREAS, the Loan is secured by that certain [NAME OF MORTGAGE/DEED OF TRUST OR OTHER SECURITY INSTRUMENT] covering certain real property owned by the Borrower as more specifically set forth in the Loan Documents. WHEREAS, Events of Default under the Loan Documents have occurred, specifically [DEFAULTS] (\"Existing Defaults\"). Pursuant to the terms of the Loan Documents, all obligations of the Borrower to the Lender under the Loan Documents can now be declared by the Lender to be immediately due and payable. The Borrower has requested that the Lender forbear from exercising its rights and remedies under the Existing Defaults, and the Lender has agreed to do so, subject to the terms and conditions set forth herein. NOW THEREFORE, for good and valuable consideration, set forth herein, the Lender, the Borrower, and each Guarantor agree as follows: RECITALS AND PERIOD OF FORBEARANCE The recitals to this Agreement are incorporated into this Agreement as if fully set forth herein. Upon satisfaction of the conditions set forth in this Agreement, the Lender shall forbear (the \"Forbearance\") from exercising its rights and remedies under the Loan Documents arising from the Existing Default for the Forbearance Period (as defined in Section 3.2). ACKNOWLEDGEMENTS The Borrower hereby agrees that as of [DATE], the Borrower is indebted to the Lender under the Loan Documents in the amount of [AMOUNT OWED]. All such amounts and all hereafter accruing principal, fees, and interest are unconditionally owed by the Borrower to the Lender without offset, defence, or counterclaim of any nature. The Borrower hereby agrees that (i) each of the Loan Documents has been duly executed and shall remain in full force and effect as of the Effective Date of this Agreement, except as expressly modified herein; (ii) the agreements and obligations of the Borrower contained in the Loan Documents and this Agreement are valid and binding, enforceable against the Borrower in accordance with the terms of the Loan Documents and Agreement; (iii) the Borrower has no valid defence to the enforcement of the Borrower's obligations under the Loan Documents and this Agreement; and (iv) the Lender is and shall be entitled to the rights and remedies provided for under the Loan Documents, this Agreement and applicable law. [Each Guarantor hereby agrees that (i) each of the Guaranty Documents has been duly executed and shall remain in full force and effect as of the Effective Date of this Agreement, except as expressly modified herein; (ii) the agreements and obligations of the Guarantor contained in the Guaranty Documents and this Agreement are valid and binding, enforceable against the Guarantor in accordance with the terms of the Guaranty Documents and this Agreement; (iii) the Guarantor has no valid defence to the enforcement of the Guarantor's obligations under the Guaranty Documents and this Agreement; and (iv) the Lender is and shall be entitled to the rights and remedies provided for under the Guaranty Documents, this Agreement and applicable law.] FORBEARANCE IN RESPECT OF EXISTING DEFAULTS The Borrower hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles the Lender to exercise its rights and remedies under the Loan Documents and applicable law. The Borrower represents and warrants that, as of the Effective Date, no other Events of Default exist other than the Existing Defaults. The Borrower hereby acknowledges and agrees that the Lender is entitled under the terms of the Loan Documents to, among other remedies, declare the Borrower's obligations under the Loan Documents to be immediately due and payable. Forbearance: In reliance upon the representations, recitals, warranties, and covenants of the Borrower made in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection with this Agreement, the Lender agrees to forbear from exercising its rights and remedies under the Loan Documents or applicable law arising out of the Existing Defaults, for the period (the \"Forbearance Period\") commencing on the Effective Date and ending on the date which is the earlier of (a) [MONTH] [DAY], [YEAR], or (b) the occurrence or existence of any Event of Default, other than any Existing Default. Upon the termination of the Forbearance Period, the agreement of the Lender to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit the Lender to exercise immediately all rights and remedies under the Loan Documents and applicable law, including, but not limited to, (a) ceasing to make any further Loans, and (b) accelerating all of the obligations of the Borrower under the Loan Documents; in each case without any further notice to the Borrower or forbearance of any kind. The Parties to this Agreement acknowledge and agree that any misrepresentation by the Borrower or the Guarantor (hereinafter referred to as \"the Borrowing Parties\" for this section 3.2.3) or any failure of the Borrowing Parties to comply with the covenants, conditions and agreements contained in this Agreement, the Loan Documents [the Guaranty Documents] or any other agreement, document or instrument at any time executed and/or delivered by the Borrowing Parties with, to or in favour of the Lender shall constitute an Event of Default under this Agreement and the Loan Documents. No Other Waivers; Reservation of Rights: The Lender has not waived, and is not by this Agreement waiving, any Existing Defaults or any Events of Default which may occur after the Effective Date, and the Lender has not agreed to forbear with respect to any of its rights and remedies concerning any Event of Default, except for Existing Defaults as set forth in this Agreement. Subject to Section 3 herein, the Lender reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Loan Documents as a result of any other Events of Default occurring at any time. The Lender has not waived any such rights and remedies, and nothing in this Agreement, and no delay on its part in exercising such rights or remedies, shall be construed as a waiver of such rights and remedies. REPRESENTATIONS AND WARRANTIES OF BORROWER The Borrower hereby represents, warrants, and covenants as follows:","Forbearance Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/forbearance-agreement-D12966.png","https://templates.business-in-a-box.com/imgs/250px/12966.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12966.xml",{"title":158,"description":6},"forbearance agreement",[160,163],{"label":161,"url":162},"Business Plan Kit","business-plan-kit",{"label":103,"url":104},"/template/forbearance-agreement-D12966",{"description":166,"descriptionCustom":6,"label":167,"pages":8,"size":168,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":178,"url":179},"ASSIGNMENT OF DEED OF TRUST This Assignment of Deed of Trust (the \"Assignment\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Trustor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TRUSTEE NAME] (the \"Trustee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] TERMS","Assignment of Deed of Trust",28,"https://templates.business-in-a-box.com/imgs/1000px/assignment-of-deed-of-trust-D975.png","https://templates.business-in-a-box.com/imgs/250px/975.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#975.xml",{"title":6,"description":6},[174,175],{"label":36,"url":132},{"label":176,"url":177},"Deeds","deed","assignment deed trust","/template/assignment-of-deed-of-trust-D975",false,{"seo":182,"reviewer":196,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":258,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":508,"classification":509},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186,"family":185,"is_canonical":195},"Subordination Agreement to Secured Debt Template (Free Word)","Free subordination agreement template for secured debt transactions. Defines lien priority, subordinating creditor consent, and senior lender rights. Free Word and PDF download.","subordination agreement template",[187,188,189,190,191,192,193,194],"subordination agreement secured debt","subordination agreement template word","subordination agreement free download","debt subordination agreement","lien subordination agreement","intercreditor subordination agreement","subordination agreement real estate","commercial subordination agreement",true,{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":201,"legal_review_recommended":195,"signature_required":195},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Subordination Agreement to Secured Debt is a legally binding contract in which a junior creditor formally agrees that its claim against a borrower's assets ranks below that of a senior secured lender. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF for execution by all parties to the transaction.\n","Use it whenever a borrower has two or more creditors with competing claims on the same collateral and the senior lender requires written confirmation that the junior creditor's lien or repayment rights will not interfere with the senior lender's priority position.\n","Identification of all parties and the senior and junior debt instruments, the subordination and standstill obligations, consent to senior lender enforcement actions, permitted payments to the junior creditor, events of default, and governing law. The document also includes representations, termination conditions, and signature blocks for all required parties.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Commercial lenders and banks","Protecting first-lien priority before funding a secured loan where junior debt exists","persona-lender",{"title":212,"use_case":213,"icon_asset_id":214},"Private equity and mezzanine lenders","Documenting mezzanine or second-lien position relative to a senior facility","persona-investor",{"title":216,"use_case":217,"icon_asset_id":218},"Small business owners","Satisfying a senior lender's requirement when refinancing or adding a new credit facility","persona-small-business-owner",{"title":220,"use_case":221,"icon_asset_id":222},"Commercial real estate investors","Subordinating a seller carry-back note or second mortgage to a primary lender's deed of trust","persona-real-estate-investor",{"title":224,"use_case":225,"icon_asset_id":226},"CFOs and finance directors","Structuring multi-tranche debt facilities so that existing creditors formally acknowledge lien priority","persona-cfo",{"title":228,"use_case":229,"icon_asset_id":230},"Startup founders","Subordinating convertible notes or SAFE instruments to a new senior venture debt facility","persona-startup-founder",[232,236,240,243,247,250,254],{"situation":233,"recommended_template":234,"slug":235},"Real estate transaction with a first mortgage and a seller carry-back note","Real Estate Subordination Agreement","real-estate-operating-agreement-D14043",{"situation":237,"recommended_template":238,"slug":239},"Corporate debt stack with senior bank facility and mezzanine tranche","Intercreditor and Subordination Agreement","subordination-agreement-D423",{"situation":241,"recommended_template":7,"slug":242},"SBA loan requiring subordination of existing shareholder loans","subordination-agreement-to-secured-debt-D410",{"situation":244,"recommended_template":245,"slug":246},"Lease subordination required by a commercial mortgage lender","SNDA Agreement (Subordination, Non-Disturbance, and Attornment)","non-disturbance-agreement-D5213",{"situation":248,"recommended_template":249,"slug":242},"Startup subordinating a convertible note to a new venture debt facility","Debt Subordination Side Letter",{"situation":251,"recommended_template":252,"slug":253},"Second-lien lender acknowledging senior lender's enforcement priority","Second Lien Intercreditor Agreement","second-request-for-renewal-of-service-agreement-D1307",{"situation":255,"recommended_template":256,"slug":257},"Shareholder loan subordinated to institutional bank financing","Shareholder Loan Subordination Agreement","shareholder-loan-agreement-D13239",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Subordination","The contractual act of agreeing that one creditor's claim or lien ranks behind another creditor's claim or lien in terms of repayment priority.",{"term":263,"definition":264},"Senior Lender","The creditor whose debt and security interest take first priority — meaning they are repaid first and have first claim on collateral in a default or liquidation.",{"term":266,"definition":267},"Junior Creditor","The creditor whose debt and security interest rank below the senior lender's, meaning they are repaid only after the senior obligation is satisfied.",{"term":269,"definition":270},"Lien Priority","The order in which creditors have legal rights to a debtor's assets, typically established by recording date unless altered by a subordination agreement.",{"term":272,"definition":273},"Standstill Obligation","A contractual restriction preventing the junior creditor from taking enforcement action — such as demanding payment, suing, or seizing collateral — for a defined period after a default.",{"term":275,"definition":276},"Collateral","Assets pledged by the borrower to secure repayment of a debt, which the secured lender may seize and liquidate if the borrower defaults.",{"term":278,"definition":279},"Intercreditor Agreement","A broader agreement between two or more creditors that governs their respective rights, payment priorities, and enforcement actions — a subordination agreement is often a component of an intercreditor arrangement.",{"term":281,"definition":282},"Permitted Payments","Payments the senior lender expressly allows the borrower to make to the junior creditor — typically scheduled interest payments — without triggering a subordination breach.",{"term":284,"definition":285},"Event of Default","A defined triggering event — such as missed payment, covenant breach, or insolvency filing — that activates the senior lender's enforcement rights and the junior creditor's standstill obligations.",{"term":287,"definition":288},"Enforcement Action","Any step a creditor takes to collect on a debt or realize on collateral, including demand letters, litigation, foreclosure, or appointment of a receiver.",{"term":290,"definition":291},"Subordinated Debt","Debt that contractually ranks below senior secured debt in priority of repayment, often carrying a higher interest rate to compensate for the elevated credit risk.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and Recitals","Identifies the senior lender, junior creditor, and borrower by legal name, and sets out the background facts — the senior loan amount, the junior debt instrument, and the purpose of the subordination.","This Subordination Agreement is entered into as of [DATE] by and among [SENIOR LENDER LEGAL NAME] ('Senior Lender'), [JUNIOR CREDITOR LEGAL NAME] ('Junior Creditor'), and [BORROWER LEGAL NAME] ('Borrower'). Senior Lender has made or agreed to make a loan to Borrower in the principal amount of $[AMOUNT] ('Senior Debt'). Junior Creditor holds a [NOTE / MORTGAGE / OTHER INSTRUMENT] dated [DATE] in the principal amount of $[AMOUNT] ('Junior Debt').","Using trade names instead of registered legal entity names. If the entity names don't match the underlying loan documents exactly, the subordination may not bind the correct legal party.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Subordination of Junior Debt","The core operative clause in which the junior creditor unequivocally agrees that its debt and any lien securing it rank below the senior debt and senior lender's security interest in all respects.","Junior Creditor hereby subordinates, in all respects, the Junior Debt and all liens, claims, and security interests securing the Junior Debt to the Senior Debt and all liens, claims, and security interests securing the Senior Debt, whether now existing or hereafter arising.","Subordinating only the lien and not the underlying payment obligation. Courts have found that a lien-only subordination does not prevent the junior creditor from demanding repayment, which can trigger a default under the senior facility.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Standstill and Restrictions on Junior Creditor","Prohibits the junior creditor from taking any enforcement action — including demanding payment, accelerating the junior debt, or exercising remedies against the collateral — without the senior lender's written consent, typically for a defined standstill period after a default.","During any Senior Default Period, Junior Creditor shall not, without the prior written consent of Senior Lender, (a) accelerate or demand payment of the Junior Debt; (b) commence or join in any enforcement action; (c) exercise any right of set-off; or (d) initiate insolvency proceedings against Borrower. The standstill period shall be no less than [180] days from written notice of default.","Setting an indefinite standstill with no outer time limit. Junior creditors who agree to unlimited standstills may be completely blocked from recovery — courts in some jurisdictions will void provisions they deem unconscionable.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Permitted Payments to Junior Creditor","Specifies the payments the borrower is allowed to make to the junior creditor during the term — typically scheduled interest only, subject to no ongoing default under the senior facility.","Borrower may pay, and Junior Creditor may receive and retain, regularly scheduled interest payments on the Junior Debt in accordance with the Junior Debt documents, provided that (i) no Event of Default has occurred and is continuing under the Senior Debt, and (ii) no payment is in the nature of a principal repayment, prepayment, or acceleration payment.","Omitting a 'no ongoing default' condition on permitted payments. Without this carve-out, the borrower could make large payments to the junior creditor during a default period, depleting assets the senior lender relies on for repayment.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Turnover and Payment-in-Kind Obligations","Requires the junior creditor to promptly turn over to the senior lender any payment it receives that is not a permitted payment — including proceeds from collateral sales, insurance settlements, or bankruptcy distributions.","If Junior Creditor receives any payment or distribution on account of the Junior Debt other than a Permitted Payment, Junior Creditor shall hold such payment in trust for Senior Lender and promptly deliver the same to Senior Lender in the form received, duly endorsed as required.","No express trust or constructive trust language. Without it, a junior creditor who spends a received payment before the senior lender demands turnover may face only a money judgment — not recovery of the specific funds.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Consent to Senior Lender Enforcement","The junior creditor consents in advance to the senior lender's right to enforce its security interest, foreclose on collateral, and apply proceeds to the senior debt without obtaining the junior creditor's separate approval each time.","Junior Creditor hereby irrevocably consents to Senior Lender's exercise of any and all remedies available under the Senior Debt documents or applicable law, including foreclosure or sale of the collateral, without the requirement to obtain Junior Creditor's further consent, and waives any right to notice of such enforcement except as required by applicable law.","Not including an express waiver of marshaling rights. Without this waiver, the junior creditor may compel the senior lender to liquidate assets in a specific order — complicating and delaying enforcement.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Representations and Warranties","Each party represents that it has authority to enter the agreement, the junior debt instrument is accurately described, no prior subordination exists that would conflict, and the agreement does not violate any other contract.","Junior Creditor represents and warrants that: (a) it is the sole holder of the Junior Debt and has not transferred or pledged any interest therein; (b) the Junior Debt documents described herein are true and complete copies; (c) no default exists under the Junior Debt as of the date hereof; and (d) execution of this Agreement does not conflict with any other agreement to which Junior Creditor is a party.","Omitting a representation that the junior creditor has not already assigned or pledged its interest in the junior debt to a fourth party. If the junior debt has been securitized or assigned, the agreement may not bind the actual holder.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Amendment and Modification of Senior Debt","Permits the senior lender to modify the terms of the senior facility — including increasing the loan amount, extending the maturity, or changing the interest rate — without the junior creditor's consent, up to defined limits.","Senior Lender may, without Junior Creditor's consent, amend, modify, extend, or increase the Senior Debt, provided that the principal amount of the Senior Debt shall not be increased by more than $[AMOUNT] above the original principal amount without Junior Creditor's prior written consent.","Granting unlimited modification rights to the senior lender. If the senior lender can increase the senior debt without limit, the junior creditor's recovery position can be diluted to zero — courts have voided unlimited modification clauses in some jurisdictions.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Termination","States that the subordination obligations automatically terminate and the junior creditor's full rights are restored when the senior debt has been indefeasibly paid in full and all senior lender commitments have been terminated.","This Agreement and the subordination obligations hereunder shall terminate automatically and without further action upon the indefeasible payment in full in cash of all Senior Debt and the termination of all commitments of Senior Lender to make further advances to Borrower.","No 'indefeasible payment' language. Without it, a payment to the senior lender that is later clawed back in a bankruptcy preference action means the subordination never actually terminated — leaving the junior creditor in a worse position than expected.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement and how disputes between creditors will be resolved — typically litigation in a specified court or binding arbitration.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict-of-laws principles. Any dispute arising hereunder shall be resolved exclusively in the state or federal courts located in [COUNTY], [STATE], and each party irrevocably submits to personal jurisdiction therein.","Selecting a governing law state that has no connection to where the collateral is located or where the borrower operates. Real property subordinations in particular must account for the lex situs rule — courts apply the law of the state where the property sits for lien-priority questions regardless of what the contract says.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify all parties by registered legal name","Enter the senior lender, junior creditor, and borrower using their full legal registered names — not trade names or DBA names. Cross-reference each party's corporate registry filing or loan documents.","For institutional lenders, include the entity type and state of formation (e.g., 'XYZ Bank, N.A., a national banking association') to eliminate any ambiguity about which entity is bound.",{"step":350,"title":351,"description":352,"tip":353},2,"Describe both debt instruments accurately","Enter the senior debt instrument details — date, original principal amount, and any security documents — and the junior debt instrument details — promissory note date, principal amount, interest rate, and maturity. These descriptions must match the underlying documents exactly.","Attach copies of both the senior and junior debt instruments as exhibits so the agreement is self-contained for future reference in enforcement proceedings.",{"step":355,"title":356,"description":357,"tip":358},3,"Define the collateral and lien positions","Specify what assets secure the senior debt, the recording or filing references for the senior lien (e.g., deed of trust book and page, UCC filing number), and the equivalent details for the junior lien.","Run a UCC and title search before finalizing this section to confirm there are no unexpected senior interests that rank ahead of the parties' intended positions.",{"step":360,"title":361,"description":362,"tip":363},4,"Set the standstill period and permitted payments","Negotiate and enter the standstill period duration — typically 90 to 180 days — and specify which payments the borrower may continue making to the junior creditor during a default, usually scheduled interest only.","A 180-day standstill is standard for commercial real estate transactions; 90 days is more common for corporate debt. Shorter periods benefit junior creditors; longer periods benefit senior lenders.",{"step":365,"title":366,"description":367,"tip":368},5,"Define any modification limits on the senior debt","If the senior facility is a revolving credit line or may increase, set a dollar cap on how much the senior principal can increase without junior creditor consent.","Junior creditors should resist open-ended modification rights. A cap of 10–15% above the original principal is a common negotiated position.",{"step":370,"title":371,"description":372,"tip":373},6,"Include turnover and trust language","Confirm the turnover clause explicitly states that any non-permitted payment received by the junior creditor is held in trust and must be delivered to the senior lender in the form received.","Add a short-form endorsement block below the turnover clause so the junior creditor can endorse checks or instruments directly to the senior lender without further documentation.",{"step":375,"title":376,"description":377,"tip":378},7,"Have all three parties sign before the senior loan closes","All three parties — senior lender, junior creditor, and borrower — must execute the agreement. In most transactions, the subordination agreement is a condition precedent to the senior loan funding.","Obtain notarized signatures wherever the underlying security instrument (mortgage, deed of trust) also requires notarization — some title insurers and recording offices require conforming execution.",{"step":380,"title":381,"description":382,"tip":383},8,"Record or file the agreement where required","For real property transactions, record the subordination agreement in the county land records where the property is located. For UCC-governed collateral, confirm whether an amendment to existing UCC financing statements is needed.","Failure to record a real property subordination agreement may allow the original lien-priority recording dates to govern — negating the entire purpose of the document.",[385,389,393,397],{"mistake":386,"why_it_matters":387,"fix":388},"Subordinating the lien but not the payment obligation","A lien-only subordination allows the junior creditor to demand repayment in full even during a senior default — which can force the borrower into a cross-default under the senior facility.","Draft the subordination clause to cover both the payment obligation and the lien securing it, explicitly stating that all rights to receive payment on the junior debt are subordinated to the senior debt.",{"mistake":390,"why_it_matters":391,"fix":392},"Omitting the indefeasible payment standard in the termination clause","If a payment to the senior lender is clawed back in bankruptcy as a preference, the termination never legally occurred — but the junior creditor may have already resumed enforcement activity in reliance on it.","Include express language that the subordination terminates only upon 'indefeasible payment in full in cash' and add a 91-day post-payment grace period to account for the preference look-back window.",{"mistake":394,"why_it_matters":395,"fix":396},"Granting the senior lender unlimited modification rights","Without a cap, the senior lender can increase the facility amount to an amount that completely eliminates any realistic recovery for the junior creditor — courts in some jurisdictions have voided the subordination entirely as a result.","Negotiate and document a specific dollar cap on principal increases and require written junior creditor consent for any material modification beyond that cap.",{"mistake":398,"why_it_matters":399,"fix":400},"Failing to record the agreement in real property transactions","An unrecorded subordination agreement is generally not binding on subsequent purchasers or lienholders without notice — and a title insurer may refuse to insure the senior lender's priority position.","Record the fully executed subordination agreement in the county land records immediately after closing and obtain a title endorsement confirming the senior lender's first-lien priority.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a subordination agreement to secured debt?","A subordination agreement to secured debt is a legally binding contract in which a junior creditor agrees that its lien and repayment rights rank below those of a senior secured lender. The agreement governs the order in which creditors are paid if the borrower defaults, refinances, or has its assets liquidated. Without it, lien priority is typically determined by the order in which security interests were recorded or perfected — which may not reflect the parties' intended arrangement.\n",{"question":406,"answer":407},"When is a subordination agreement required?","Senior lenders typically require a subordination agreement as a condition of funding whenever the borrower already has other debt secured by the same collateral. Common triggers include SBA loans where shareholder loans exist, commercial real estate transactions with a seller carry-back note, and corporate credit facilities layered on top of existing mezzanine or convertible debt. Title insurers for real estate transactions also routinely require recorded subordination agreements before insuring first-lien priority.\n",{"question":409,"answer":410},"What is the difference between a subordination agreement and an intercreditor agreement?","A subordination agreement is a focused document in which a junior creditor consents to rank below a senior lender. An intercreditor agreement is a broader contract between two or more creditors — often of roughly equivalent sophistication — that governs a wider set of issues including enforcement coordination, voting rights in bankruptcy, purchase options on the senior debt, and cure rights. A subordination agreement is often a component of or simplified version of a full intercreditor arrangement.\n",{"question":412,"answer":413},"Does a subordination agreement need to be recorded?","For real property transactions, yes — the subordination agreement should be recorded in the county land records where the collateral is located. An unrecorded agreement is generally not binding on subsequent purchasers or lienholders without actual notice, and most title insurers require recording as a condition of insuring the senior lender's first-lien priority. For personal property governed by UCC Article 9, recording in the land records is not applicable, but confirm whether amendments to existing UCC financing statements are needed to reflect the new priority.\n",{"question":415,"answer":416},"What is a standstill provision in a subordination agreement?","A standstill provision prohibits the junior creditor from taking any enforcement action — demanding payment, suing, foreclosing, or initiating bankruptcy — for a defined period after a default event, typically 90 to 180 days. It gives the senior lender time to enforce its own remedies without interference from the junior creditor. Standard commercial standstill periods run 180 days for real estate and 90 days for corporate debt transactions. Standstills without an outer time limit may be challenged as unconscionable in some jurisdictions.\n",{"question":418,"answer":419},"Can a junior creditor still receive payments under a subordination agreement?","Yes, but only as specifically permitted by the agreement. Most subordination agreements allow the borrower to continue making scheduled interest payments to the junior creditor as long as no event of default exists under the senior facility. Principal repayments, prepayments, and acceleration payments to the junior creditor are typically blocked. If the junior creditor receives a non-permitted payment, it is usually required to hold it in trust and turn it over to the senior lender.\n",{"question":421,"answer":422},"What happens to a subordination agreement in a borrower's bankruptcy?","Subordination agreements are generally enforceable in bankruptcy proceedings under Section 510(a) of the US Bankruptcy Code, which provides that a subordination agreement is enforceable in a bankruptcy case to the same extent it would be enforceable outside of bankruptcy. This means the junior creditor's claim is paid only after the senior debt is satisfied in full from the estate. In Canada and the UK, contractual subordination provisions are similarly respected, though the specific mechanics differ under each insolvency regime.\n",{"question":424,"answer":425},"Does a subordination agreement require all three parties to sign?","Yes. A valid subordination agreement typically requires execution by the senior lender, the junior creditor, and the borrower. The junior creditor's signature establishes the subordination obligation. The borrower's signature confirms the accuracy of both debt descriptions and authorizes the restructured priority arrangement. The senior lender's signature acknowledges the agreement and the specific permitted payments it consents to. Two-party subordination agreements — signed only by the senior lender and junior creditor — exist but are generally less enforceable against the borrower.\n",{"question":427,"answer":428},"Do I need a lawyer to prepare a subordination agreement?","For straightforward transactions — such as an SBA loan requiring subordination of a single shareholder note — a well-drafted template is a practical starting point. However, given that subordination agreements directly affect creditors' recovery rights in a default or insolvency, legal review is strongly recommended for any transaction above $100,000, any real estate transaction where recording is required, and any multi-tranche or multi-creditor debt structure. Mistakes in subordination drafting can result in millions of dollars of unintended exposure.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Commercial Real Estate","industry-real-estate","Seller carry-back notes and second mortgages must be formally subordinated to the first-lien lender's deed of trust before title insurance can be issued on the senior position.",{"industry":435,"icon_asset_id":436,"specifics":437},"Banking and Financial Services","industry-fintech","Senior bank lenders require subordination agreements as a standard closing condition whenever a borrower has existing shareholder loans, mezzanine debt, or other liens on the pledged collateral.",{"industry":439,"icon_asset_id":440,"specifics":441},"Private Equity and Venture Capital","industry-investor","Mezzanine and second-lien lenders negotiate detailed standstill periods, permitted payment buckets, and cure rights before subordinating to a senior credit facility in leveraged buyout transactions.",{"industry":443,"icon_asset_id":444,"specifics":445},"Small Business and SBA Lending","industry-small-business","SBA Standard Operating Procedures require that all existing creditors with liens on business assets execute subordination agreements in favor of the SBA lender before an SBA 7(a) or 504 loan can close.",[447,450,454,458],{"vs":278,"vs_template_id":448,"summary":449},"D{INTERCREDITOR_AGREEMENT_ID}","An intercreditor agreement is a comprehensive contract governing the relationship between two or more creditors across a full set of issues — voting, enforcement coordination, bankruptcy rights, and cure periods. A subordination agreement is narrower, focusing specifically on payment and lien priority. For simple two-creditor transactions, a subordination agreement is usually sufficient; for complex multi-tranche facilities, a full intercreditor agreement is standard.",{"vs":451,"vs_template_id":452,"summary":453},"Deed of Trust","D{DEED_OF_TRUST_ID}","A deed of trust creates and perfects a lender's security interest in real property; it does not by itself address how that interest ranks against other liens. A subordination agreement is the separate document that contractually re-orders lien priorities that have already been established. Both documents are typically required together in real estate transactions with multiple creditors.",{"vs":455,"vs_template_id":456,"summary":457},"Creditor Agreement","creditor-agreement-D415","A creditor agreement broadly governs the relationship between a creditor and debtor — covering repayment terms, covenants, and default consequences. A subordination agreement is a tri-party document specifically addressing how two or more creditors rank relative to each other on the same collateral or debt obligation. The two documents serve different functions and are often used together.",{"vs":87,"vs_template_id":459,"summary":460},"promissory-note-D209","A promissory note creates the debt obligation itself — the borrower's written promise to repay a specific amount under defined terms. A subordination agreement does not create new debt; it modifies the priority of existing debt obligations relative to one another. A subordination agreement references and is subordinate to the promissory notes it governs.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"SBA loan closings requiring subordination of a single shareholder note under $250,000","Free","30–60 minutes",{"best_for":467,"cost":468,"time":469},"Commercial real estate transactions, multi-creditor structures, or any subordination involving collateral above $250,000","$500–$1,500 for a transactional attorney review","2–5 business days",{"best_for":471,"cost":472,"time":473},"Leveraged buyouts, complex intercreditor arrangements, mezzanine debt structures, or cross-border transactions","$3,000–$15,000+","1–4 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","Subordination agreements are enforceable in US bankruptcy proceedings under Section 510(a) of the Bankruptcy Code. For real property, the agreement must be recorded in the county land records to bind subsequent purchasers and lienholders. UCC Article 9 governs priority for personal property security interests; a subordination agreement between creditors is effective as a contractual reordering of UCC-perfected priorities. California, New York, and Texas each have specific recording and notarization requirements.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","In Canada, contractual subordination is recognized under both federal insolvency legislation (the BIA and CCAA) and provincial property law. Real property subordination agreements must be registered in the applicable provincial land registry — requirements vary between common-law provinces and Quebec, where the Civil Code governs hypothec priority. Ontario's Personal Property Security Act and equivalent provincial statutes govern priority for personal property collateral, and a subordination agreement between creditors is effective as a contractual modification of PPSA-perfected priorities.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","UK courts enforce contractual subordination agreements as a matter of contract law. In insolvency, the Insolvency Act 1986 and the administration regime recognize creditor subordination arrangements, though the specific mechanics of enforcement differ from US bankruptcy. For real property, priority is governed by the Land Registration Act 2002 and the date of registration at HM Land Registry — a subordination agreement should be noted on the register where practicable. Security over company assets must also be registered at Companies House within 21 days of creation.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","Contractual subordination is recognized across EU member states, but the enforceability mechanics in insolvency vary significantly by country. Germany, France, and the Netherlands each have distinct insolvency regimes that treat subordinated creditors differently. The EU Restructuring Directive (2019/1023) provides a framework for cross-class cram-down that can affect subordination arrangements in restructuring proceedings. GDPR considerations arise when personal data of natural-person creditors is included in the agreement documentation.",[496,497,498,499,500,501,502,503,504,505,506,507],"promissory-note-D434","monthly-partial-payment-to-creditor-D449","loan-agreement-D417","security-agreement-D915","personal-guarantee-D405","secured-lumpsum-promissory-note-agreement-D13041","forbearance-agreement-D12966","agreement-to-extend-debt-payment-D179","assignment-of-deed-of-trust-D975","lease-agreement-D1179","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":132,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"loans-and-promissory-notes","agreement","general","all-stages",[515,516,517,518,519],"lender","legal","subordination-agreement","secured-debt","creditor",0.95,"\u003Ch2>What is a Subordination Agreement to Secured Debt?\u003C/h2>\n\u003Cp>A \u003Cstrong>Subordination Agreement to Secured Debt\u003C/strong> is a legally binding tri-party contract in which a junior creditor formally agrees that its lien against a borrower's assets — and its right to receive payment on the underlying debt — ranks below the claim of a designated senior secured lender. The agreement does not extinguish or modify the junior debt itself; it contractually reorders the priority in which competing creditors are paid from the same pool of collateral or from the borrower's assets in a default or insolvency scenario. Without a written subordination agreement, lien priority is generally determined by the order in which security interests were recorded or perfected under applicable law — an outcome that may not reflect what the parties actually intended.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Senior lenders require a subordination agreement as a condition of funding whenever a borrower carries other debt secured by the same collateral, because unresolved lien priority exposes the senior lender to the risk that a junior creditor could demand repayment, initiate enforcement, or block a foreclosure sale at exactly the wrong moment. Without a signed and recorded subordination agreement, a senior lender funding a commercial real estate loan cannot obtain first-lien title insurance, an SBA loan cannot close under SBA Standard Operating Procedures, and a mezzanine lender has no contractual standstill protection during a restructuring. For junior creditors, a properly drafted agreement protects them too — defining exactly what payments they may continue to receive, setting an outer limit on standstill obligations, and establishing clear termination conditions so their full rights are restored the moment the senior debt is repaid. This template gives all three parties a structured, attorney-reviewable starting point that covers every material provision — from standstill periods and permitted payments to turnover obligations and bankruptcy-proof termination language.\u003C/p>\n",1781186014906]