Third Party Lender Agreement - Loan Subordination and Program Compliance

Sep 16, 2026

Uploaded by Aran

Third Party Lender Agreement sets out the roles of a Third Party Lender and CDC in providing separate loans to the Borrower and (if applicable) Operating Company under the SBA 504 loan authorization. It defines loan amounts and third party financing terms, establishes lien priority with CDC’s 504 Loan subordinated to the Third Party Lender’s lien, requires accurate information and legal responsibility, and details waivers and compliance obligations tied to SBA program requirements and enforcement conduct.

LanguageEnglish

CategoryForms

FormatPDF

Pages6

Reading Time2 min

AccessFree to download

Third Party Lender Agreement

Parties and Recitals

Terms and Conditions

Amount of Third Party Loan

Subordination of 504 Loan

Accurate Information

Waiver of Encumbering Common Collateral

Compliance with 504 Loan Program Requirements

No Open-Ended Features and No Future Advances

No Early Call or Demand Provisions

No Cross-Collateralization

THIRD PARTY LENDER AGREEMENT THIS THIRD PARTY LENDER AGREEMENT (“Agreement") is dated this day of , 20 , by and between ,(“Third Party Lender”) whose address is , and ,(“CDC”) whose address is . RECITALS 1. The Third Party Lender and CDC will provide separate loans to the Borrower and Operating Company, if any (collectively “Borrower”), according to the terms in the Authorization for Debenture Guarantee (SBA 504 Loan), as amended (“Authorization”) . The Third Party Lender will provide term financing (“Third Party Loan”), and the CDC will provide a loan (“504 Loan”) funded by a debenture issued by the CDC and guaranteed by the U.S. Small Business Administration (“SBA”), for purposes of financing the Project described in the Authorization, which involves the acquisition and/or improvement of the real and/or personal property described below, and in Exhibit A attached hereto and incorporated herein by reference (“Project Property”) : SBA Loan \#: SBA Loan Name: Borrower: Operating Company (if any) : Third Party Loan Amount: Term of Third Party Loan: If Real Property--Project Property Address: Street address: City, State, Zip code: Attach Legal description as an exhibit. If Personal Property: Describe property, including name of manufacturer, name of equipment, and applicable serial number(s) or other identifying numbers for property valued at $5000 or more. Attach a detailed description as an exhibit. 2. The parties have required the Borrower to grant liens on the Project Property to secure the separate loans advanced by the parties (“Common Collateral”), and the lien of the CDC (“CDC Lien”) will be junior and subordinate to the lien of the Third Party Lender (“Third Party Lender Lien”), unless Third Party Lender, CDC and SBA agree otherwise in writing. TERMS AND CONDITIONS In consideration of the above, the mutual agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Amount of Third Party Loan. The Third Party Lender represents that the Third Party Loan is fully advanced; does not exceed the amount stated in the Authorization; and, will not exceed the amount allowed by the Authorization, plus reasonable costs of collection, maintenance, and protection of the Third Party Lender Lien. Any amounts owed by Borrower to Lender in excess of the Third Party Lender Lien amount stated in the Authorization cannot be secured by a lien on the Common Collateral unless it is subordinate to the 504 Loan. 2. Subordination of 504 Loan. CDC agrees to make the 504 Loan to the Borrower, subject to SBA’s approval, and accept a junior and subordinate lien position in the Common Collateral upon the conditions that Third Party Lender executes this Agreement and disburses the Third Party Loan according to the terms represented to CDC and SBA. 3. Accurate Information. The Third Party Lender warrants and represents that all information provided by the Third Party Lender to CDC, including, without limitation, all information regarding the Borrower’s financial condition, is accurate to the best ofits knowledge and that Third Party Lender has not withheld any material information. Third Party Lender acknowledges that for purpose of this transaction, CDC is acting on behalf ofSBA, an agency in the United States Government, except that SBA accepts no liability or responsibility for any wrongful act or omission by CDC. Third Party Lender further acknowledges that any false statements to CDC can be considered false statements to the federal government under 18 U.S.C. §1001, and may subject the Third Party Lender to criminal penalties, and that CDC and SBA are relying upon the information submitted by the Third Party Lender. 4. Waiver of Provision Not to Encumber Common Collateral. Third Party Lender waives its rights to enforce, as against CDC and SBA, any provisions in its docume

FAQs

What is the purpose of the Third Party Lender Agreement in an SBA 504 transaction?

It governs how a Third Party Lender provides separate term financing and how CDC provides the 504 Loan, both tied to the SBA 504 loan authorization for financing the described project property.

How does lien priority work between the Third Party Loan and the 504 Loan?

The agreement provides that the CDC Lien is junior and subordinate to the Third Party Lender Lien unless the parties and SBA agree otherwise in writing.

What compliance and limitations are required for the Third Party Loan documents under the SBA 504 program?

The Third Party Lender must ensure the documents comply with SBA program requirements, including restrictions on open-ended features and future advances, limits on early call or demand provisions, and prohibitions on cross-collateralization as described.

Sep 16, 2026

Uploaded by Aran