[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-subordination-and-cession-of-priority-leased-equipment-D411":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":39,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"SUBORDINATION AND CESSION OF PRIORITY This Subordination and Cession of Priority (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Lessor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Lessee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] REFERENCE: Leases (the \"Leases\") of Lessor and [COMPANY NAME] and related accessories (the \"Equipment\") by Lessor to [COMPANY NAME] (\"Lessee\") and sub-lease by Lessee to its group members (the \"Sub-Leases\")",null,"Subordination and Cession of Priority Leased Equipment","1",37,"doc","https://templates.business-in-a-box.com/imgs/1000px/subordination-and-cession-of-priority_leased-equipment-D411.png","https://templates.business-in-a-box.com/imgs/250px/411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#411.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 cession priority leased equipment","Subordination and Cession of Priority Leased Equipment Template","https://templates.business-in-a-box.com/imgs/400px/411.png",[29,16,19,22],{"label":30,"url":31},"Templates","/templates/",[33,34,37],{"label":30,"url":31},{"label":35,"url":36},"Legal Agreements","/templates/business-legal-agreements/",{"label":23,"url":38},"/templates/guaranties-and-collateral/",[40,44,48,52,56,60,64,68,72,76,80,84,88,105,121,137,151,166],{"label":41,"url":42,"thumb":43,"extension":10},"Cession of Priority of Rank Agreement","/template/cession-of-priority-of-rank-agreement-D396","https://templates.business-in-a-box.com/imgs/250px/396.png",{"label":45,"url":46,"thumb":47,"extension":10},"Equipment Loan Agreement","/template/equipment-loan-agreement-D12843","https://templates.business-in-a-box.com/imgs/250px/12843.png",{"label":49,"url":50,"thumb":51,"extension":10},"Subordination Agreement","/template/subordination-agreement-D423","https://templates.business-in-a-box.com/imgs/250px/423.png",{"label":53,"url":54,"thumb":55,"extension":10},"Checklist Equipment Lease","/template/checklist-equipment-lease-D1134","https://templates.business-in-a-box.com/imgs/250px/1134.png",{"label":57,"url":58,"thumb":59,"extension":10},"Equipment Lease Agreement","/template/equipment-lease-agreement-D1140","https://templates.business-in-a-box.com/imgs/250px/1140.png",{"label":61,"url":62,"thumb":63,"extension":10},"Equipment Operating Lease","/template/equipment-operating-lease-D1145","https://templates.business-in-a-box.com/imgs/250px/1145.png",{"label":65,"url":66,"thumb":67,"extension":10},"Equipment Purchase Agreement","/template/equipment-purchase-agreement-D1146","https://templates.business-in-a-box.com/imgs/250px/1146.png",{"label":69,"url":70,"thumb":71,"extension":10},"Equipment Maintenance Agreement","/template/equipment-maintenance-agreement-D1144","https://templates.business-in-a-box.com/imgs/250px/1144.png",{"label":73,"url":74,"thumb":75,"extension":10},"Equipment Maintenance Log","/template/equipment-maintenance-log-D13685","https://templates.business-in-a-box.com/imgs/250px/13685.png",{"label":77,"url":78,"thumb":79,"extension":10},"Equipment Sales Agreement","/template/equipment-sales-agreement-D1147","https://templates.business-in-a-box.com/imgs/250px/1147.png",{"label":81,"url":82,"thumb":83,"extension":10},"Equipment Use Agreement","/template/equipment-use-agreement-D12844","https://templates.business-in-a-box.com/imgs/250px/12844.png",{"label":85,"url":86,"thumb":87,"extension":10},"Repurchase Agreement Equipment","/template/repurchase-agreement-equipment-D1153","https://templates.business-in-a-box.com/imgs/250px/1153.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":92,"extension":10,"preview":93,"thumb":94,"svgFrame":95,"seoMetadata":96,"parents":98,"keywords":97,"url":104},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), 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: [RECEIVING PARTY NAME] (the \"Receiving Party\"), 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, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":97,"description":6},"non disclosure agreement nda",[99,101],{"label":35,"url":100},"business-legal-agreements",{"label":102,"url":103},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":92,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"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":113,"description":6},"loan agreement",[115,117,119],{"label":17,"url":116},"finance-accounting",{"label":20,"url":118},"business-loan",{"label":20,"url":118},"/template/loan-agreement-D417",{"description":122,"descriptionCustom":6,"label":123,"pages":91,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":135,"url":136},"PROMISSORY NOTE This Promissory Note (the \"Note\") 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] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[130,131,132],{"label":17,"url":116},{"label":20,"url":118},{"label":133,"url":134},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":138,"descriptionCustom":6,"label":139,"pages":108,"size":92,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"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":144,"description":6},"personal guarantee",[146,147,148],{"label":17,"url":116},{"label":20,"url":118},{"label":23,"url":149},"guaranties-collateral","/template/personal-guarantee-D405",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":92,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), 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: [SECOND PARTNER NAME] (the \"Second Partner\"), 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] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":159,"description":6},"partnership agreement",[161,162],{"label":35,"url":100},{"label":163,"url":164},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":178,"url":179},"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},[176,177],{"label":35,"url":100},{"label":35,"url":100},"security agreement","/template/security-agreement-D915",false,{"seo":182,"reviewer":195,"legal_disclaimer":199,"quick_facts":200,"at_a_glance":202,"personas":206,"variants":231,"glossary":257,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":510,"classification":511},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Subordination and Cession of Priority Leased Equipment | BIB","Free subordination and cession of priority leased equipment template. Governs priority rankings, secured party rights, and lessor interests.","subordination and cession of priority leased equipment",[187,188,189,190,191,192,193,194],"subordination agreement leased equipment","cession of priority equipment lease","equipment lease subordination template","leased equipment priority agreement","subordination agreement template word","equipment financing subordination","priority cession agreement template","leased equipment lien subordination",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":201,"legal_review_recommended":199,"signature_required":199},"advanced",{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"A Subordination and Cession of Priority for Leased Equipment is a legally binding agreement in which one secured party — typically a lessor or equipment financier — agrees to subordinate its priority interest in specific leased equipment to another secured creditor, such as a senior lender. This free Word download gives you a structured starting point you can edit online and export as PDF for execution by all relevant parties.\n","Use it when a lessee's senior lender requires that existing equipment lease interests be ranked below the lender's security interest as a condition of extending credit or refinancing. It is also triggered when multiple creditors have competing claims over the same leased assets and the parties need to establish a clear, documented priority order.\n","The agreement covers identification of the parties and the equipment, the subordination declaration and ranking of interests, cession of priority rights, conditions precedent to the subordination taking effect, representations and warranties by each party, governing law, and execution blocks for all signatories.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Equipment lessors","Agreeing to subordinate lease interests to enable a lessee's senior financing","persona-equipment-lessor",{"title":212,"use_case":213,"icon_asset_id":214},"Senior lenders and banks","Requiring subordination of pre-existing lease claims before funding a secured loan","persona-lender",{"title":216,"use_case":217,"icon_asset_id":218},"Corporate borrowers and lessees","Satisfying lender conditions precedent to close a refinancing or credit facility","persona-cfo",{"title":220,"use_case":221,"icon_asset_id":222},"Asset finance lawyers","Drafting or reviewing subordination terms on behalf of lender or lessor clients","persona-lawyer",{"title":224,"use_case":225,"icon_asset_id":226},"Commercial real estate and fleet managers","Managing competing security interests over large equipment portfolios","persona-operations-director",{"title":228,"use_case":229,"icon_asset_id":230},"Insolvency and restructuring advisors","Establishing priority order among creditors during a restructuring or workout","persona-restructuring-advisor",[232,235,239,243,246,250,253],{"situation":233,"recommended_template":7,"slug":234},"Senior lender requires all lease interests subordinated before extending credit","subordination-and-cession-of-priority-leased-equipment-D411",{"situation":236,"recommended_template":237,"slug":238},"Landlord must subordinate property interest to a mortgage lender","Subordination, Non-Disturbance and Attornment Agreement (SNDA)","non-disturbance-agreement-D5213",{"situation":240,"recommended_template":241,"slug":242},"Multiple lenders need to agree on priority order for a single asset","Intercreditor Agreement","non-profit-partnership-agreement-D14023",{"situation":244,"recommended_template":245,"slug":238},"Lessee needs to confirm lease survives lender enforcement action","Non-Disturbance Agreement",{"situation":247,"recommended_template":248,"slug":249},"Lender takes a blanket security interest over all business assets including leased equipment","General Security Agreement","security-agreement-D915",{"situation":251,"recommended_template":57,"slug":252},"Equipment financier and operating lessor need to allocate residual value rights","equipment-lease-agreement-D1140",{"situation":254,"recommended_template":255,"slug":256},"Secured party needs to formally release its registered priority interest","Release and Discharge of Security Interest","deed-of-discharge-D980",[258,261,264,267,270,273,276,278,281,284,287],{"term":259,"definition":260},"Subordination","The contractual act of one creditor agreeing that its claim or security interest ranks below another creditor's interest in the same asset or pool of assets.",{"term":262,"definition":263},"Cession of Priority","A formal transfer or relinquishment of one party's priority ranking in favor of another, so the receiving party steps into the higher-ranking position.",{"term":265,"definition":266},"Security Interest","A creditor's legal right in a debtor's property that serves as collateral for a debt or obligation, giving the creditor priority access to that property on default.",{"term":268,"definition":269},"Lessor","The party that owns equipment and grants the right to use it to a lessee under a lease agreement, typically retaining a security or ownership interest in the asset.",{"term":271,"definition":272},"Senior Lender","A creditor whose claim is ranked first in priority — meaning it is repaid before any junior or subordinated creditors in the event of default or insolvency.",{"term":274,"definition":275},"Perfection","The process by which a secured party makes its security interest enforceable against third parties, typically by filing a financing statement or registering the interest in a public registry.",{"term":241,"definition":277},"A multi-party agreement between two or more creditors that sets out the relative priority of their respective security interests and governs enforcement rights.",{"term":279,"definition":280},"Conditions Precedent","Specific requirements that must be satisfied before a party's obligation under an agreement becomes effective — failure to satisfy them suspends or voids the obligation.",{"term":282,"definition":283},"Floating Charge","A security interest that attaches to a class of assets that changes over time — such as inventory or equipment — and crystallizes into a fixed charge on a specified trigger event.",{"term":285,"definition":286},"UCC-1 Financing Statement","A form filed under the Uniform Commercial Code to publicly perfect a secured party's interest in personal property, including leased equipment, in the United States.",{"term":288,"definition":289},"PPSA","Personal Property Security Act — Canadian provincial legislation governing the creation, perfection, and priority of security interests in personal property, including leased equipment.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Recitals and identification of parties","Names each party to the agreement — the subordinating party (lessor or junior creditor), the benefiting party (senior lender), and the lessee — and recites the background facts that give rise to the need for subordination.","WHEREAS [LESSOR NAME] ('Lessor') holds a lease interest in the equipment described in Schedule A ('Equipment') pursuant to the Equipment Lease dated [DATE]; and WHEREAS [LENDER NAME] ('Senior Lender') has agreed to extend credit to [LESSEE NAME] ('Lessee') subject to the subordination of Lessor's interest as set out herein.","Failing to name every party that holds any registered or unregistered interest in the equipment. An unnamed party is not bound by the subordination and can later assert priority, defeating the entire purpose of the agreement.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Description and identification of leased equipment","Precisely identifies the specific equipment subject to the subordination — make, model, serial number, and any registration or asset identification numbers — so there is no dispute about what is covered.","The Equipment subject to this Agreement is described in Schedule A and includes: [MAKE AND MODEL], Serial No. [SERIAL NUMBER], Asset ID [ASSET ID], currently located at [ADDRESS/LOCATION].","Using a generic description such as 'all leased equipment' without a Schedule A. Ambiguous identification creates disputes about whether a specific asset is covered and may render the subordination unenforceable as to that asset.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Subordination declaration","The operative clause in which the subordinating party formally agrees that its interest in the equipment ranks below the senior lender's security interest, in the priority order stated.","[LESSOR NAME] hereby subordinates its lease interest, ownership claim, and any security interest it holds in the Equipment to the security interest of [LENDER NAME] arising under the [SECURITY AGREEMENT / GENERAL SECURITY AGREEMENT] dated [DATE], such that [LENDER NAME]'s interest shall rank in priority to the Lessor's interest in all respects.","Limiting the subordination to 'lien claims' only while leaving ownership rights unsaid. In a true lease, the lessor owns the equipment — if ownership is not expressly addressed, the senior lender may have a junior claim despite the subordination clause.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Cession of priority","The formal cession by which the subordinating party transfers its higher-ranking priority position to the senior lender, so the lender steps into first position even if it registered later.","[LESSOR NAME] hereby cedes, transfers, and assigns to [LENDER NAME] all priority rights it holds or may hold in the Equipment, such that [LENDER NAME] shall be deemed to have first-ranking priority in the Equipment from the date of this Agreement.","Confusing a cession of priority with an assignment of the lease itself. The cession transfers the priority position only — the lessor retains its substantive rights under the lease; only the ranking changes.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Conditions precedent","Lists the conditions that must be satisfied before the subordination and cession take effect — typically execution by all parties, payment of consideration, and confirmation of the senior lender's security registration.","This Agreement shall become effective only upon: (a) execution by all parties hereto; (b) registration by [LENDER NAME] of a financing statement in respect of the Equipment in [JURISDICTION]; and (c) payment by [LENDER NAME] to [LESSOR NAME] of the sum of $[AMOUNT] as consideration for the cession of priority.","Omitting a consideration clause. In common-law jurisdictions, a cession of priority without consideration may be challenged as a gratuitous promise and found unenforceable. Even a nominal amount — $1.00 — satisfies the requirement.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Representations and warranties","Each party confirms key facts: the lessor warrants it holds valid title or a perfected interest in the equipment; the lender warrants its security agreement is validly executed; the lessee confirms no other undisclosed encumbrances exist.","Lessor represents and warrants that: (a) it holds valid legal title to the Equipment free of undisclosed encumbrances; (b) the Equipment Lease is in full force and effect; and (c) no other person has been granted a security interest or priority over the Equipment except as disclosed herein.","Lessee not providing any warranties. The lessee is the party best positioned to know about undisclosed encumbrances — omitting lessee representations leaves the senior lender exposed to hidden claims.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Non-disturbance and quiet enjoyment","Protects the lessee's right to continue using the equipment undisturbed during the lease term even if the senior lender enforces its security interest — so the lessee is not evicted from possession simply because the lender exercised its rights.","So long as Lessee is not in default under the Equipment Lease, [LENDER NAME] agrees that it shall not disturb Lessee's possession or use of the Equipment, and that any enforcement action taken by [LENDER NAME] shall be subject to the Lessee's continuing rights under the Equipment Lease.","Including non-disturbance without an attornment clause. Without attornment, if the lender takes possession of the equipment, the lessee has no obligation to recognize the lender as the new lessor — undermining the lender's security value in the asset.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Enforcement and remedies upon default","States what each party may do if the lessee defaults — how the senior lender may enforce its security interest, what notice (if any) must be given to the lessor, and whether the lessor has a right to cure the lessee's default.","Upon the occurrence of a default under the [CREDIT AGREEMENT], [LENDER NAME] may enforce its security interest in the Equipment by [repossession / sale / appointment of receiver] upon [X] days' prior written notice to Lessor. Lessor shall have the right, but not the obligation, to cure any monetary default by Lessee within [X] days of such notice.","No notice requirement for the lessor before enforcement. A senior lender that seizes equipment without notifying the lessor may face tortious interference claims and, in some jurisdictions, statutory liability for failing to give reasonable notice to interested parties.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and jurisdiction","Specifies which jurisdiction's laws govern the agreement and which courts or arbitral bodies have jurisdiction to resolve disputes — critical given that priority rules for personal property vary significantly by state and country.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY]. The parties irrevocably submit to the exclusive jurisdiction of the courts of [JURISDICTION] for resolution of any dispute arising under this Agreement.","Choosing a governing law that differs from the jurisdiction where the equipment is physically located. Priority over personal property — including leased equipment — is generally governed by the law of the jurisdiction where the collateral is situated, regardless of what the contract says.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Execution and counterparts","Confirms that the agreement may be signed in separate counterparts (including electronically), each of which constitutes an original, and that the agreement is binding upon execution by all required parties.","This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Electronic signatures shall be deemed valid and binding to the same extent as original ink signatures.","Not requiring all secured parties with a registered interest to execute the agreement. A subordination signed only by the primary lessor does not bind a co-lessor or guarantor who holds an independent registered interest in the same equipment.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify all parties and their roles","List the full legal names of the lessor, the senior lender, and the lessee in the parties clause. Confirm each party's registered entity name matches any existing security registrations or financing statements.","Run a UCC, PPSA, or Companies House search before drafting to identify all registered interests — this prevents surprises during execution.",{"step":348,"title":349,"description":350,"tip":351},2,"Prepare Schedule A with precise equipment details","Document each piece of equipment covered by the subordination: make, model, serial number, asset ID, and current location. Attach this as Schedule A and cross-reference it in the main body.","Serial numbers and asset IDs are the only reliable way to identify equipment unambiguously — descriptions like 'two forklifts' will create disputes at enforcement.",{"step":353,"title":354,"description":355,"tip":356},3,"Draft the subordination and cession clauses","State the exact priority ranking — for example, that the lessor's interest will rank second after the senior lender's — and confirm whether the cession transfers only priority or also any enforcement rights.","Specify whether the subordination is limited to the current credit facility or extends to any future advances under the same credit agreement. Lenders typically require the latter.",{"step":358,"title":359,"description":360,"tip":361},4,"Define conditions precedent to effectiveness","List every condition that must be satisfied before the agreement takes effect — execution, lender registration, any required board approvals, and payment of consideration.","Include a drop-dead date by which conditions must be satisfied. An open-ended conditions clause can leave the agreement in limbo indefinitely.",{"step":363,"title":364,"description":365,"tip":366},5,"Include representations and warranties for each party","Have each party confirm the key facts relevant to their position: the lessor's title, the lender's registered security, and the lessee's disclosure of all known encumbrances.","Ask the lessee to provide a certificate of no-default under the existing lease at the time of signing — this protects the lender from inheriting a defaulted lease.",{"step":368,"title":369,"description":370,"tip":371},6,"Draft the non-disturbance and attornment provisions","Confirm the lessee's right to quiet enjoyment continues after the subordination, and include an attornment clause so the lessee will recognize the lender — or any transferee — as the new lessor if the lender enforces.","Pair the attornment clause with a lender obligation to assume the lease obligations if it takes possession — otherwise the lessee may refuse to attorn.",{"step":373,"title":374,"description":375,"tip":376},7,"Set the governing law to match equipment location","Select the jurisdiction where the equipment is physically located as the governing law. If equipment spans multiple jurisdictions, consider a multi-jurisdiction schedule or separate agreements per location.","In the US, Article 9 of the UCC governs priority for most equipment; in Canada, the applicable PPSA is determined by where the equipment is situated at the time of perfection.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute before the lender registers its security interest","Ensure all parties sign the agreement before the senior lender files its financing statement or registration. The execution date establishes the point from which the cession of priority is effective.","File a copy of the executed agreement in your legal records management system and confirm it is cross-referenced in the credit facility's conditions-precedent checklist.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Failing to identify all registered interest holders","A secured party not named in or bound by the subordination retains its original priority ranking, potentially sitting ahead of the senior lender despite the agreement. The subordination achieves nothing as against that party.","Run a full UCC, PPSA, or applicable personal property registry search before drafting. Require every party with a registered interest in the equipment to execute the agreement or provide a separate release.",{"mistake":388,"why_it_matters":389,"fix":390},"Using generic equipment descriptions without a Schedule A","An ambiguous description — 'all leased equipment on premises' — creates disputes about whether a specific high-value asset is covered. Courts have declined to enforce subordinations where the collateral could not be identified with certainty.","Attach a Schedule A listing every piece of equipment by make, model, serial number, and location. Update the schedule if additional equipment is added to the lease during the credit facility term.",{"mistake":392,"why_it_matters":393,"fix":394},"Omitting consideration for the cession of priority","A gratuitous promise to cede priority — with no benefit flowing to the ceding party — is at risk of being set aside as unenforceable in common-law jurisdictions, particularly if the subordinating party later faces financial difficulty.","Include express consideration — a fee, a reduction in interest rate, a covenant from the lender, or even a nominal stated amount — and recite it in the agreement. Adequacy of consideration is rarely reviewed; existence is mandatory.",{"mistake":396,"why_it_matters":397,"fix":398},"Signing after the lender has already registered its security interest","Priority under Article 9 (UCC) and equivalent PPSA regimes is generally determined by the order of registration, not by the date of the agreement. A post-registration subordination may not retroactively alter a priority ranking that has already been established by filing dates.","Coordinate execution and registration so the subordination agreement is signed before — or simultaneously with — the lender's security registration. Document the sequence carefully.",{"mistake":400,"why_it_matters":401,"fix":402},"No notice period for the lessor before enforcement","If the senior lender repossesses or sells equipment without notifying the lessor, the lessor loses the opportunity to cure the lessee's default, protect its residual interest, or retrieve its property through appropriate legal channels.","Include a clause requiring the lender to give the lessor written notice of default and a minimum cure period — typically 10–30 days — before exercising any enforcement remedy against the equipment.",{"mistake":404,"why_it_matters":405,"fix":406},"Selecting a governing law that differs from the equipment's location","Priority over tangible personal property — including leased equipment — is determined by the law of the jurisdiction where the property is situated, not where the contract was signed or the parties are incorporated. A mismatched governing-law clause can make the priority ranking unenforceable in the jurisdiction that matters.","Always align the governing law clause with the state, province, or country where the equipment is physically located. If equipment is in multiple locations, consider a multi-schedule approach with jurisdiction-specific governing law for each group.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a subordination and cession of priority for leased equipment?","A subordination and cession of priority for leased equipment is a legal agreement in which a lessor or junior creditor formally agrees that its interest in specific equipment ranks below a senior lender's security interest, and cedes its higher-priority position to that lender. It is used in equipment financing transactions where a lender requires clear first-ranking security over assets that are already subject to an existing lease or encumbrance. The agreement protects the lender's enforcement rights and establishes a documented priority order among all parties with an interest in the equipment.\n",{"question":412,"answer":413},"When is this agreement required?","It is most commonly required when a company seeks new financing or refinancing and the prospective lender insists that all prior interests in the equipment — including operating and finance leases — be subordinated to its security position as a condition of funding. It is also used in multi-lender facilities where competing creditors must agree on a priority waterfall, and in insolvency or restructuring contexts where the ranking of creditors needs to be formally documented before assets are distributed or realized.\n",{"question":415,"answer":416},"What is the difference between subordination and a cession of priority?","Subordination is the broader concept — the act of agreeing that one interest ranks below another. A cession of priority is the specific mechanism by which the higher-ranking party transfers its priority position to the benefiting party, so the benefiting party effectively steps into first place even if it registered later. In practice, well-drafted agreements do both: the subordinating party agrees its interest is junior, and it also formally cedes its priority ranking so there is no ambiguity about the resulting order.\n",{"question":418,"answer":419},"Does subordinating a lease interest affect the lessee's right to use the equipment?","Not by itself — the subordination governs priority between creditors, not the lessee's operational rights. However, lenders commonly require a non-disturbance clause in the same agreement to explicitly protect the lessee's right to continue using the equipment undisturbed, provided the lessee is not in default under the lease. Without a non-disturbance clause, a lender that enforces its security could potentially recover the equipment in a way that disrupts the lessee's operations, depending on the applicable jurisdiction.\n",{"question":421,"answer":422},"Is this agreement enforceable without consideration?","In most common-law jurisdictions — including the US, Canada, and the UK — a promise without consideration is generally unenforceable as a contract. A lessor that agrees to cede priority without receiving any benefit in return may be able to challenge the agreement later, especially in financial distress. Best practice is to include express consideration: a fee from the lender, a covenant, or even a nominal stated sum. Civil law jurisdictions, including Quebec and much of the EU, have different requirements, so always confirm the applicable rule for the governing law.\n",{"question":424,"answer":425},"How does this agreement interact with UCC Article 9 or PPSA filings?","Under Article 9 of the UCC and equivalent PPSA regimes, priority between security interests in personal property — including leased equipment — is generally determined by the order in which financing statements are filed in the public registry. A subordination agreement alters this statutory default by contractual agreement: the first-filing party agrees to step back. The agreement is binding between the contracting parties but must be properly executed and ideally cross-referenced in any registry filings to be effective against third parties and in insolvency proceedings.\n",{"question":427,"answer":428},"Do all parties with a security interest in the equipment need to sign?","Yes — only parties that sign the subordination agreement are bound by it. A secured party that holds a registered interest in the equipment but is not named in or party to the agreement retains its original priority position. Before executing, conduct a comprehensive registry search and ensure every party with a registered or known unregistered interest either signs the agreement or provides a separate release or confirmation of ranking.\n",{"question":430,"answer":431},"What happens to the subordination if the lessee defaults under the equipment lease?","The subordination itself remains in effect regardless of lease default — it governs priority between creditors, not the validity of the lease. However, a default under the lease typically triggers the lessor's right to terminate and repossess, and the enforcement clause in the subordination agreement determines what notice the lessor must give the senior lender and what cure rights the lender or lessee has before repossession proceeds. Without clear default and enforcement mechanics in the subordination agreement, the parties may end up in competing enforcement actions over the same equipment.\n",{"question":433,"answer":434},"Does this agreement need to be notarized?","Notarization is not typically required for a subordination and cession of priority agreement to be enforceable in the US, UK, or most Canadian provinces. However, some civil law jurisdictions — including Quebec and certain EU member states — may require notarial authentication for agreements that affect registered real or personal property rights. Review the formal execution requirements of the governing jurisdiction before signing, and consider having the agreement witnessed even where not strictly required to strengthen its evidentiary standing.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Manufacturing","industry-manufacturing","Production equipment — CNC machines, presses, and conveyor systems — is frequently leased and cross-secured by working-capital lenders, making subordination agreements a standard closing requirement.",{"industry":441,"icon_asset_id":442,"specifics":443},"Transportation and Logistics","industry-logistics","Fleet vehicles, trailers, and material-handling equipment carry multiple competing interests from fleet lessors and asset-backed lenders, requiring documented priority rankings for each asset.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare","industry-healthtech","Diagnostic imaging and surgical equipment is routinely leased by hospitals and clinics, and hospital lenders require subordination of equipment lease interests as a condition of credit facility funding.",{"industry":449,"icon_asset_id":450,"specifics":451},"Construction","industry-construction","Heavy machinery and specialized equipment leases in construction projects often sit alongside project finance facilities, where the priority of the equipment lessor relative to the project lender must be formally resolved.",[453,456,459,462],{"vs":241,"vs_template_id":454,"summary":455},"D{INTERCREDITOR_AGREEMENT_ID}","An intercreditor agreement governs the rights and obligations of multiple lenders with competing claims across a borrower's entire asset base — covering enforcement standstills, payment waterfalls, and voting rights. A subordination and cession of priority is narrower: it typically addresses one category of asset (leased equipment) and one specific priority reordering between a lessor and a senior lender, without the broader lender-to-lender mechanics of a full intercreditor arrangement. Use a full intercreditor agreement when there are two or more active secured lenders with overlapping collateral pools.",{"vs":57,"vs_template_id":457,"summary":458},"equipment-lease-agreement-D135","An equipment lease agreement establishes the legal relationship between lessor and lessee — ownership, rental payments, maintenance, and return conditions. A subordination and cession of priority does not alter those lease terms; it governs the ranking of the lessor's interest relative to a third-party lender. Both documents are typically required simultaneously when a lessee is financing operations with leased equipment and a credit facility secured against those assets.",{"vs":248,"vs_template_id":460,"summary":461},"D{GENERAL_SECURITY_AGREEMENT_ID}","A general security agreement (or security agreement under Article 9 UCC) creates a security interest in favor of a lender over a borrower's personal property, including equipment. It establishes the lender's claim but does not, on its own, resolve priority conflicts with a pre-existing lessor's interest. The subordination and cession of priority is the document that resolves that conflict by reordering the interests after both the lease and the security agreement are in place.",{"vs":255,"vs_template_id":463,"summary":464},"D{RELEASE_SECURITY_INTEREST_ID}","A release and discharge extinguishes a security interest entirely — the secured party gives up all claims to the collateral. A subordination and cession of priority does not extinguish the lessor's interest; it merely changes its ranking relative to the senior lender. The lessor retains its ownership or lease interest and its rights against the lessee; it simply agrees to rank behind the lender for priority purposes. Use a release only when the lessor is prepared to surrender all claims, not merely to step back in the priority order.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Standard equipment lease subordinations in a single jurisdiction where all parties are cooperative and the credit facility terms are straightforward","Free","30–60 minutes to complete",{"best_for":471,"cost":472,"time":473},"Multi-asset subordinations, cross-border equipment locations, or transactions where any party is unfamiliar with the priority framework","$500–$1,500 for a one-hour review by a secured-transactions or asset-finance lawyer","2–5 business days",{"best_for":475,"cost":476,"time":477},"Large credit facilities with multiple lessors, multi-jurisdiction collateral, insolvency-proximate transactions, or situations where the priority structure is contested","$2,500–$8,000+ depending on complexity and number of parties","1–3 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Priority over personal property — including leased equipment — is governed by Article 9 of the Uniform Commercial Code (UCC) in all 50 states. Priority is generally determined by the order of UCC-1 financing statement filings. A subordination agreement alters this statutory default by contract. True leases (where the lessor retains meaningful residual value risk) are treated differently from security-interest-disguised-as-leases under UCC §1-203 — counsel should confirm the characterization before drafting. California and New York impose additional requirements on certain commercial lending transactions.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Personal property security in Canada is governed by provincial PPSA legislation (Ontario, BC, Alberta, and others), which closely mirrors Article 9 of the UCC. Priority is determined by registration order in the applicable provincial PPSA registry. Quebec is a civil law jurisdiction: security over moveable property (including equipment) is governed by the Civil Code of Quebec under hypothec rules rather than PPSA, and subordination mechanics differ materially. Any equipment located in Quebec requires advice from Quebec-licensed counsel.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","Security interests over equipment in England and Wales are governed by the Companies Act 2006 (for registered charges) and common law. Fixed charges over specific equipment and floating charges over equipment classes must be registered at Companies House within 21 days to be effective against third parties. Post-Brexit, cross-border recognition of security interests between the UK and EU member states requires separate analysis. Scotland operates under a distinct Scots law regime with different formalities for fixed and floating security.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","There is no unified EU personal property security law — priority rules are determined by the domestic law of each member state. Germany uses the Sicherungsübereignung (security transfer of title) model; France applies the nantissement de matériel rules under the Code civil; Spain and Italy have their own pledge and hypothec frameworks. The EU Financial Collateral Arrangements Directive provides some harmonization for financial instruments but does not cover tangible equipment. GDPR is not directly relevant to this document type.",[252,500,501,502,503,504,249,505,506,507,508,509],"non-disclosure-agreement-nda-D12692","loan-agreement-D417","promissory-note-D434","personal-guarantee-D405","partnership-agreement-D12551","media-release-form-D12887","assignment-agreement-D12542","letter-of-intent_acquisition-of-business-D5197","indemnification-agreement-D13226","breach-of-contract-letter-D12695",{"emit_how_to":199,"emit_defined_term":199},{"primary_folder":100,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"guaranties-and-collateral","agreement","general","all-stages",[517,518,519,520,521],"subordination","collateral","equipment-finance","secured-creditor","priority-interest",0.92,"\u003Ch2>What is a Subordination and Cession of Priority for Leased Equipment?\u003C/h2>\n\u003Cp>A \u003Cstrong>Subordination and Cession of Priority for Leased Equipment\u003C/strong> is a legally binding agreement in which a lessor or junior creditor formally reorders its priority ranking in specific leased equipment relative to a senior lender. The subordinating party — typically the equipment owner or financing party — agrees that its interest ranks below the senior lender's security interest, and cedes its higher priority position to that lender so the lender effectively steps into first place for enforcement purposes. The agreement does not extinguish the lessor's underlying ownership or lease rights; it reorders those rights in a documented priority waterfall that all parties acknowledge and are bound by.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed subordination and cession of priority, a senior lender has no assurance that its security interest in leased equipment will survive a priority challenge from the lessor — especially in insolvency, where competing creditors assert every available claim. Most institutional lenders list this agreement as a condition precedent to funding: the credit facility simply does not close until all prior interests are subordinated and documented. For the lessee, the absence of this document can stall a financing for weeks while creditors argue over ranking, delay an SBA or bank loan approval, or expose the business to competing enforcement actions if it later defaults. For the lessor, failing to document an agreed subordination creates ambiguity that can result in a court-ordered ranking the lessor never intended. This template gives all three parties — lessor, lender, and lessee — a clear, enforceable record of the agreed priority structure, reducing enforcement disputes and protecting each party's legitimate interests within that structure.\u003C/p>\n",1778773570003]