The following agreement is made on ________________________________ between ________________________________of ____________________referred to as lien holder, and __________________________ a corporation organized under the laws of the State of ________________, with headquarters at ___________________________ referred to as lender.

RECITALS

By reason of _______________________ lien holder __________ on _____________ in servicing __________________ of ___________________ of referred to as owner, lien holder has a lien in the amount of ___________________ on the property, pursuant to __________________________________________. The owner wishes to negotiate _________________________________ from lender, and lien holder recognizes that _______________________________ in lien holders best business interest.

The lender is willing to loan money if the lien holder will subordinate lien holders present _________________. ___________________ liens against the above mentioned property of owner.

For the reasons described above, lien holder and lender agree:

PART I.
SUBORDINATION OF LIEN

The lien of lien holder against the property of the owner shall be second only to the claim of the lender under the personal property security agreement of, dated _______ and recorded on _____________________. Future loans made by lender to owner shall ___________________ be subordinate to the claims of the lien holder.

PART II.
ASSIGNMENT OF SUMS DUE

Lien holder shall assign to lender any amount currently due from owner until the described of lender _________________ paid in full. The lien holder shall fulfill any such assignments that the lender may require to give effect to this agreement. The lien holder either shall endorse and deposit with the lender any notes pertaining to the claims of lien holder, to be held by lender until ______________ of lender are paid in full.

In witness whereof, the parties have executed this agreement at ______________ on the day and year first above written.

_________________ ______________

Signature Date

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Signature Date