Intercreditor Agreement

Senior Lender: [Name] · Junior/Subordinate Lender: [Name] · Borrower: [Name] · Date: [Date]

1. Purpose

This Agreement establishes the relative priority and rights of Senior Lender and Junior Lender, both of whom hold liens on some or all of the same collateral securing loans to Borrower.

2. Lien Priority

Senior Lender's lien on the collateral has priority over Junior Lender's lien, regardless of the order in which the liens were recorded/perfected, to the extent of Senior Lender's outstanding debt of up to [Amount].

3. Payment Subordination

Junior Lender agrees not to accept payments from Borrower [while a default exists under the Senior Loan / beyond scheduled interest-only payments, as specified], without Senior Lender's consent.

4. Standstill on Enforcement

If Borrower defaults, Junior Lender agrees not to exercise remedies against the shared collateral (foreclosure, repossession) for a standstill period of [Duration], allowing Senior Lender to act first.

5. Junior Lender's Rights Upon Senior Default

[State any rights Junior Lender retains — e.g. a right to receive notice of Senior Lender's default declarations, and a limited cure right.]

6. Release of Collateral

If Senior Lender releases its lien on any collateral in the ordinary course of business (e.g. a partial release for a sale), Junior Lender's lien on the released collateral is also released, to the same extent.

7. Amendments to Senior Debt

[State whether Senior Lender may modify the senior loan terms without Junior Lender's consent, and any limits on increasing the senior debt amount that would prejudice Junior Lender's position.]

Senior Lender: ______________________ Date: ____________ Junior Lender: ______________________ Date: ____________ Borrower (acknowledgment): ______________________ Date: ____________

*This document is provided for informational and educational purposes only and does not constitute legal advice. An intercreditor agreement exists specifically because lien priority alone doesn't resolve every conflict between multiple lenders on the same collateral — the standstill period (Section 4) is often the most heavily negotiated term, since it determines how long a junior lender must wait before acting on its own if the senior lender is slow to enforce.*