# Equitable Subordination Agreement
**This Equitable Subordination Agreement (the "Agreement") is made and entered into as of [Date] by and between:**
**1. Parties**
**[Creditor Name]**
Address: [Creditor Address]
("Creditor")
AND
**[Debtor Name]**
Address: [Debtor Address]
("Debtor")
**2. Recitals**
WHEREAS, the Debtor is indebted to the Creditor as of the date of this Agreement; and
WHEREAS, the Creditor holds certain secured and/or unsecured claims against the Debtor; and
WHEREAS, the parties desire to establish the terms under which the Creditor's claims may be subordinated to those of certain other creditors of the Debtor.
**3. Definitions**
- **"Debtor's Obligations"** means all debts, liabilities, and obligations of the Debtor to the Creditor, whether now existing or hereafter arising.
- **"Subordinated Claims"** means the claims of the Creditor that are subject to subordination as set forth in this Agreement.
- **"Senior Claims"** refers to the claims of other creditors of the Debtor that will have priority over the Subordinated Claims.
**4. Agreement to Subordinate**
The Creditor hereby agrees that, in the event of any insolvency, bankruptcy, or similar proceedings involving the Debtor:
1. The Subordinated Claims shall be subordinated in right of payment to the Senior Claims.
2. The Creditor shall not be entitled to receive any payment or distribution on account of the Subordinated Claims until all Senior Claims have been satisfied in full.
**5. Representations and Warranties**
The Creditor represents and warrants that:
1. It has full power and authority to enter into this Agreement.
2. This Agreement has been duly executed and delivered by the Creditor and constitutes a legal and binding obligation, enforceable against it in accordance with its terms.
**6. No Waiver**
No failure or delay on the part of any party in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power preclude any other or further exercise thereof or the exercise of any other right or power.
**7. Governing Law**
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
**8. Miscellaneous**
1. **Amendment**: This Agreement may only be amended in writing signed by both parties.
2. **Severability**: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. **Entire Agreement**: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings.
**IN WITNESS WHEREOF, the parties have executed this Equitable Subordination Agreement as of the date first above written.**
**Creditor:**
_____________________________
[Creditor Name]
Date: _______________
**Debtor:**
_____________________________
[Debtor Name]
Date: _______________
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**Note:** This document is a sample template and should not be construed as legal advice. It may be prudent to consult with a qualified legal professional for specific transactions or matters involving equitable subordination or any other legal agreement.