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Agreement Subordinating Debt
(Evidenced By Note)

1. Introduction. Subordination Agreement made on [date] between [name] (Lender) and [name] (Borrower).

2. Subordination of Loan. As part of the loan agreement dated [date] between the parties (Obligation), evidenced by a note, bearing the same date, by Borrower to the order of Lender in the sum of ---------- dollars ($----------), with interest of ---------- percent (----------%) per annum, due on [date], Lender agrees to subordinate the Obligation to the following described obligation (Preferred Obligation) between Borrower and [name], whose principal place of business is at [address] (Preferred Creditor).

3. Description of Preferred Obligation. The Preferred Obligation is as follows: [description].

4. Lender's Express Undertakings. Lender will (a) subordinate the Obligation to the Preferred Obligation; (b) not accept any payments on the Note or the Obligation until the Preferred Obligation has been paid in full; and (c) not transfer or assign its claim against Borrower to any party until the Preferred Obligation has been paid in full.

[signature]

Borrower

[signature]

Lender