# Subordination Agreement
**This Subordination Agreement ("Agreement") is made and entered into as of [Date], by and between:**
**1.** **[Lender Name]**, having an address at [Lender Address] (hereinafter referred to as "Lender"),
**2.** **[Borrower Name]**, having an address at [Borrower Address] (hereinafter referred to as "Borrower"),
**3.** **[Additional Lenders, if any]**, (hereinafter referred to as "Additional Lenders").
## WHEREAS:
A. Borrower is indebted to Lender under that certain [Loan Agreement/Promissory Note] dated [Loan Date] in the original principal amount of $[Amount] (the "First Loan").
B. Borrower has also incurred further indebtedness to [Other Lender's Name] ("Other Lender") under that certain [Loan Agreement/Promissory Note] dated [Other Loan Date] in the original principal amount of $[Other Amount] (the "Second Loan").
C. It is the intention of the parties that the obligations of the Borrower under the First Loan shall be subordinated to the obligations of the Borrower under the Second Loan.
## NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree as follows:
### 1. Subordination of the First Loan
1.1 Lender hereby agrees that the First Loan is and shall be subordinate and subject in right of payment to the Second Loan, including all interest, principal, and any other charges or fees related to the Second Loan.
1.2 Lender agrees not to demand, receive, or accept any payments, whether in cash or in kind, on account of the First Loan so long as any amounts remain due and unpaid under the Second Loan.
### 2. Representations and Warranties
2.1 **By Borrower:** Borrower represents and warrants that:
- Borrower has the requisite power and authority to enter into this Agreement.
- This Agreement constitutes a legal, valid, and binding obligation of Borrower.
2.2 **By Lender:** Lender represents and warrants that:
- Lender has the requisite power and authority to enter into this Agreement.
- This Agreement constitutes a legal, valid, and binding obligation of Lender.
### 3. Covenants
3.1 Borrower agrees to promptly notify Lender of any default under the Second Loan.
3.2 Lender agrees to subordinate any future loans to the Other Lender so long as the Other Lender agrees to terms acceptable to the Lender.
### 4. Miscellaneous
4.1 **Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
4.2 **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by all parties.
4.3 **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
4.4 **Entire Agreement:** This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, whether written or oral.
### IN WITNESS WHEREOF, the parties hereto have executed this Subordination Agreement as of the day and year first above written.
**LENDER:**
_________________________
[Lender Name]
Date: ________________
**BORROWER:**
_________________________
[Borrower Name]
Date: ________________
**ADDITIONAL LENDERS (if any):**
_________________________
[Additional Lender Name]
Date: ________________
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**Note:** This template is for informational purposes only and should not be considered legal advice. It is recommended to consult a qualified attorney for drafting or reviewing legal documents.