Intercreditor Agreement Template

This Intercreditor Agreement (“Agreement”) is made and entered into on [Date], by and between:

Senior Lender: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Junior Lender: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Borrower: [Full Legal Name / Company Name]
Address: [Address]
Contact: [Phone, Email]

Together referred to as the “Parties.”

1. Purpose

The Parties enter into this Agreement to define their respective rights, obligations, and remedies with respect to loans made to the Borrower and to establish priority in repayment.

2. Definitions

Key terms used in this Agreement include:

• “Senior Debt”: Obligations owed to the Senior Lender under the Senior Loan Documents.

• “Junior Debt”: Obligations owed to the Junior Lender under the Junior Loan Documents.

• “Collateral”: Property pledged by the Borrower to secure repayment of debts.

3. Priority of Payment

• The Senior Debt shall be paid in full before any payments are made on the Junior Debt.

• Any payments received by the Junior Lender in violation of this section shall be promptly turned over to the Senior Lender.

4. Collateral and Security Interests

• Senior Lender shall have a first-priority security interest in the Collateral.

• Junior Lender acknowledges its subordinate interest and agrees not to enforce its rights until the Senior Debt has been repaid.

5. Standstill Provisions

The Junior Lender agrees not to take enforcement action (foreclosure, collection, etc.) against the Borrower or Collateral for a period of [X] days after a default, unless consent is obtained from the Senior Lender.

6. Information Sharing

The Borrower shall provide financial statements, notices of default, and other relevant information to both Lenders. Senior and Junior Lenders shall notify each other of material events affecting repayment.

7. Default and Remedies

• Upon a Borrower default, the Senior Lender shall have primary control over enforcement actions.

• The Junior Lender may only act after the Senior Lender has been repaid or consents in writing.

8. Amendments to Loan Documents

Neither Lender shall materially amend its loan documents with the Borrower in a way that adversely affects the other Lender without prior written consent.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State/Country].

10. Dispute Resolution

Any dispute under this Agreement shall first be negotiated in good faith, and if unresolved, submitted to mediation or arbitration before litigation.

11. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations or agreements regarding the subject matter herein.

Signatures

Senior Lender: ___________________________ Date: _________
Name/Title: [Full Name, Title]

Junior Lender: ___________________________ Date: _________
Name/Title: [Full Name, Title]

Borrower (Acknowledgment): ___________________________ Date: _________
Name/Title: [Full Name, Title]