The Model Intercreditor Agreement is essential in complex financing transactions where multiple creditors hold different levels of security interests in the same collateral. This agreement, governed by U.S. law, establishes clear rules for creditor rights, particularly important in bankruptcy scenarios or enforcement actions. It typically includes provisions for payment subordination, lien priorities, enforcement standstills, and bankruptcy-related matters. The document is particularly relevant when dealing with senior and junior debt, multiple credit facilities, or structured finance transactions, and must comply with both federal and state-specific requirements.
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1. Parties: Identification of all creditor classes, agents, and other relevant parties
2. Background: Context of the credit facilities and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including references to applicable legislation (UCC, Bankruptcy Code, Securities Laws)
4. Lien Priorities: Establishes ranking of security interests and liens between different classes of creditors
5. Payment Subordination: Rules governing payment priorities and waterfall provisions between creditor classes
6. Enforcement Actions: Rights and limitations regarding enforcement of security interests, including standstill provisions
7. Bankruptcy Provisions: Rules governing parties' rights in bankruptcy scenarios, including automatic stay and adequate protection
8. Application of Proceeds: Distribution waterfall for any recoveries or proceeds from enforcement actions
9. Amendments and Waivers: Procedures for modifying the agreement and circumstances requiring consent
10. Miscellaneous: Standard boilerplate provisions including governing law, notices, and severability
1. Purchase Option: Rights of junior creditors to purchase senior debt under specified circumstances
2. DIP Financing Provisions: Rules for post-petition financing arrangements and related priorities
3. Third Party Beneficiary Rights: Rights of non-parties to enforce provisions of the agreement
4. Voting Rights: Procedures for creditor voting on key decisions and amendments
5. Refinancing Provisions: Terms governing permitted refinancing of different debt tranches
1. Form of Joinder Agreement: Template for additional parties to accede to the agreement
2. Collateral Description: Detailed description of secured assets and security interests
3. Priority Matrix: Detailed breakdown of lien and payment priorities across creditor classes
4. Notice Information: Contact details and notice requirements for all parties
5. Form of Subordination Agreement: Template agreement for additional subordinated creditors
Relevant legal definitions
Acceleration Event
Additional Debt
Adequate Protection
Affiliate
Agents
Bankruptcy Code
Bankruptcy Event
Bankruptcy Proceeding
Borrower
Business Day
Collateral
Collateral Agent
Collateral Documents
Credit Documents
Default
DIP Financing
Discharge of Senior Obligations
Distribution
Enforcement Action
Event of Default
Governmental Authority
Guarantee
Guarantors
Indebtedness
Insolvency Proceeding
Junior Debt
Junior Lenders
Junior Liens
Junior Loan Documents
Junior Obligations
Lien
Material Adverse Effect
Obligations
Paid in Full
Payment Blockage Notice
Payment Blockage Period
Payment Default
Permitted Junior Payments
Person
Priority Lien
Proceeds
Recovery
Refinancing
Secured Parties
Security Documents
Senior Agent
Senior Credit Agreement
Senior Debt
Senior Lenders
Senior Liens
Senior Loan Documents
Senior Obligations
Standstill Period
Subsidiary
UCC
Additional Debt
Adequate Protection
Affiliate
Agents
Bankruptcy Code
Bankruptcy Event
Bankruptcy Proceeding
Borrower
Business Day
Collateral
Collateral Agent
Collateral Documents
Credit Documents
Default
DIP Financing
Discharge of Senior Obligations
Distribution
Enforcement Action
Event of Default
Governmental Authority
Guarantee
Guarantors
Indebtedness
Insolvency Proceeding
Junior Debt
Junior Lenders
Junior Liens
Junior Loan Documents
Junior Obligations
Lien
Material Adverse Effect
Obligations
Paid in Full
Payment Blockage Notice
Payment Blockage Period
Payment Default
Permitted Junior Payments
Person
Priority Lien
Proceeds
Recovery
Refinancing
Secured Parties
Security Documents
Senior Agent
Senior Credit Agreement
Senior Debt
Senior Lenders
Senior Liens
Senior Loan Documents
Senior Obligations
Standstill Period
Subsidiary
UCC
Clauses
Definitions and Interpretation
Lien Priorities
Payment Subordination
Payment Blockage
Standstill Provisions
Turnover
Purchase Options
Bankruptcy Provisions
DIP Financing
Adequate Protection
Collateral Sale Provisions
Application of Proceeds
Release of Security
Amendments and Waivers
Refinancing Provisions
Representations and Warranties
Information Rights
Third Party Rights
Further Assurances
Notices
Assignment and Transfer
Severability
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Counterparts
Force Majeure
Indemnification
Termination
Joinder Provisions
Agency Provisions
Voting Rights
Remedies
Default Provisions
Confidentiality
Lien Priorities
Payment Subordination
Payment Blockage
Standstill Provisions
Turnover
Purchase Options
Bankruptcy Provisions
DIP Financing
Adequate Protection
Collateral Sale Provisions
Application of Proceeds
Release of Security
Amendments and Waivers
Refinancing Provisions
Representations and Warranties
Information Rights
Third Party Rights
Further Assurances
Notices
Assignment and Transfer
Severability
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Counterparts
Force Majeure
Indemnification
Termination
Joinder Provisions
Agency Provisions
Voting Rights
Remedies
Default Provisions
Confidentiality
Relevant Industries
Relevant Teams
Relevant Roles
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