Can an intercreditor be electronically signed?

Yes. Electronic signatures meet ESIGN (15 U.S.C. ch. 96) and UETA standards when intent, consent, attribution, and reliable record retention are satisfied; consumer‑facing disclosure rules may apply in limited contexts.

Is notarization required for validity?

Generally no. Notarization is not typically required to form an enforceable intercreditor agreement, but a notarized signature or RON may be useful for record evidence or in states with specific requirements.

What happens if a lender doesn't sign?

If a lender refuses to sign, the agreement cannot bind that lender; parties may use intercreditor riders, consent agreements, or restructure transactions to achieve similar practical outcomes.

How are conflicts with bankruptcy law handled?

Bankruptcy courts can alter agreed priorities in insolvency; include clear bankruptcy‑related provisions but recognize courts apply the Bankruptcy Code and equitable principles.

Can the agreement be amended later?

Yes. Amendments require the contractually specified approval thresholds and should be documented in writing and executed by authorized signatories to be effective.

Who should retain executed copies?

All parties and the administrative agent should retain signed originals or certified electronic copies; retain according to retention policies described above for audit and enforcement needs.

Electronic Signature
Templates
Legal
Intercreditor Loan Agreement

Intercreditor Loan Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Intercreditor Loan Agreement

This Intercreditor Loan Agreement (this "Agreement") is made and entered into as of by and between Senior Creditor: , organized under the laws of , with principal place of business at , and Junior Creditor: , organized under the laws of , with principal place of business at (each a "Creditor" and collectively the "Creditors").

Recitals

WHEREAS, the Borrower named in the Senior Loan Document has entered into one or more financings evidenced by a loan agreement, credit agreement, promissory note, or similar instrument identified as: dated (as amended, restated or supplemented, the "Senior Loan Documents"), pursuant to which Senior Creditor extended credit in the aggregate principal amount of .

WHEREAS, the Borrower and Junior Creditor are parties to one or more loan or credit instruments identified as: dated (as amended, restated or supplemented, the "Junior Loan Documents"), pursuant to which Junior Creditor extended credit in the aggregate principal amount of .

WHEREAS, the Senior Loan Documents and the Junior Loan Documents grant security interests, liens and/or other encumbrances (the "Security Interests") in certain collateral described therein (the "Collateral"); and the Creditors wish to set forth their respective rights, priorities and obligations with respect to the Collateral and payments thereunder.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 Defined Terms. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned in the Senior Loan Documents. For purposes of this Agreement: "Senior Debt" means all obligations owing to Senior Creditor under the Senior Loan Documents. "Junior Debt" means all obligations owing to Junior Creditor under the Junior Loan Documents. "Enforcement Proceeds" means any cash, property or other consideration realized upon liquidation, enforcement or collection of the Collateral.

2. Priority and Subordination

2.1 Priority. Subject to the terms and conditions of this Agreement, Senior Debt shall have priority over Junior Debt with respect to the Collateral and Enforcement Proceeds. Senior Creditor shall be entitled to receive payment in full of Senior Debt (including interest, fees, costs and expenses) prior to any distribution to Junior Creditor, except as provided in Section 2.3.

2.2 Subordination. Junior Creditor's rights to receive payment or to exercise remedies with respect to the Collateral are subordinate and inferior to the rights of Senior Creditor to the fullest extent permitted by applicable law. Junior Creditor shall not, directly or indirectly, seek to exercise any right or remedy that would impede Senior Creditor's rights of realization, sale, foreclosure, collection or enforcement of the Senior Debt.

2.3 Permitted Payments. Notwithstanding the foregoing, Junior Creditor may, subject to any applicable notice and cure periods set forth herein, receive distributions from Enforcement Proceeds only after Senior Debt has been paid in full or as otherwise expressly permitted in writing by Senior Creditor.

3. Standstill; Enforcement Rights

3.1 Standstill. In the event of an Event of Default under the Senior Loan Documents, Junior Creditor shall not accelerate, commence, institute or prosecute any enforcement action, suit, proceeding, levy, distraint, seizure or foreclosure against the Borrower or the Collateral for a period of days following written notice of such Event of Default by Senior Creditor (the "Standstill Period"), provided that Senior Creditor may extend or shorten such period in its sole discretion by written notice to Junior Creditor.

3.2 Enforcement by Senior. Senior Creditor shall have the sole and exclusive right, during the Standstill Period and thereafter unless Senior Creditor declines to proceed, to exercise remedies with respect to the Collateral. If Senior Creditor declines to proceed, Junior Creditor may pursue remedies only to the extent and in the manner permitted by Senior Creditor in writing.

4. Application of Proceeds

4.1 Waterfall. Except as otherwise provided in this Agreement, Enforcement Proceeds shall be applied in the following order: (a) to the reasonable costs and expenses of enforcement (including enforcement costs of Senior Creditor), (b) to payment of Senior Debt in full, and (c) subject to this Agreement, to payment of Junior Debt and thereafter as required by applicable law.

4.2 Interim Distributions. Any interim distribution to Junior Creditor prior to payment in full of Senior Debt shall be held in trust by Junior Creditor and immediately delivered to Senior Creditor to be applied in accordance with Section 4.1 unless Senior Creditor consents in writing to the distribution.

5. Collateral; Perfection; Further Assurances

5.1 Non-Interference. Junior Creditor shall not take any action that would adversely affect the validity, priority or enforceability of Senior Creditor's Security Interests, including, without limitation, releasing, subordinating, compromising, or in any manner impairing such Security Interests, except as permitted by Senior Creditor in writing.

5.2 Further Assurances. Each Creditor shall, at its expense, execute and deliver such further documents and take such further actions as may be reasonably requested by the other Creditor to evidence, protect or perfect the priority and rights contemplated by this Agreement.

6. Remedies; No Waiver

6.1 Remedies Cumulative. The rights and remedies provided in this Agreement are cumulative and in addition to all rights and remedies available to a party at law or in equity. No exercise of any remedy shall be deemed a waiver of any other remedy.

6.2 No Waiver. No delay or failure by a Creditor to exercise any right or remedy shall operate as a waiver of such right or remedy. Any waiver must be in writing and signed by the waiving party to be effective.

7. Fees and Expenses

7.1 Payment of Expenses. The Borrower and/or the applicable creditor shall pay all reasonable out-of-pocket fees and expenses (including attorneys' fees and costs) incurred by Senior Creditor in enforcing its rights under the Senior Loan Documents and this Agreement. Junior Creditor shall promptly reimburse Senior Creditor for any reasonable fees and expenses incurred by Senior Creditor in connection with actions specifically attributable to Junior Creditor's breach of this Agreement.

8. Default; Cure Rights

8.1 Default. An Event of Default under the Senior Loan Documents shall constitute an Event of Default under this Agreement to the extent that such Event of Default materially impairs Senior Creditor's rights hereunder. Junior Creditor shall comply with any notice and cure procedures set forth herein and in the Senior Loan Documents.

8.2 Cure Rights. Senior Creditor shall have the right, but not the obligation, to cure any default under the Junior Loan Documents to the extent necessary to protect Senior Creditor's priority and rights in the Collateral. Any amounts paid by Senior Creditor in connection with such cure shall be immediately payable by Junior Creditor to Senior Creditor on demand.

9. Notices

Notice Address for Senior Creditor

Notice Contact for Senior Creditor

Notice Address for Junior Creditor

Notice Contact for Junior Creditor

9.1 Method. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission (provided a confirming copy is delivered by one of the foregoing methods), to the addresses set forth above or to such other address as a party designates by written notice.

10. Amendments; Waiver

10.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by Senior Creditor and Junior Creditor. Any attempted amendment or modification not in accordance with this Section 10.1 shall be void and of no force or effect.

10.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance. A waiver of any default shall not constitute a waiver of any subsequent default.

11. Governing Law; Jurisdiction

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

11.2 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the judicial district where Senior Creditor maintains its principal place of business for purposes of any action arising out of or relating to this Agreement and agrees not to contest venue.

12. Entire Agreement; Severability

12.1 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, among the parties relating to such subject matter.

12.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, effectuates the original intent of the parties.

13. Counterparts; Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic transmission (including facsimile or PDF) shall be effective as an original.

14. Miscellaneous

14.1 Assignment. Neither Creditor may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Creditor, which consent shall not be unreasonably withheld; provided, however, that Senior Creditor may assign or pledge its rights to protect or perfect its security interests.

14.2 Survival. The provisions of Sections 2, 3, 4, 5, 7, 11 and 12 and any other provisions that by their terms contemplate performance or observance after termination or payment shall survive termination of this Agreement.

14.3 Further Representations. Each Creditor represents and warrants that (a) it has full corporate power and authority to execute and deliver this Agreement, and (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action.

Additional Provisions / Notes

Additional Provisions

Senior Creditor:

By:

Date:

Junior Creditor:

By:

Date:

What an Intercreditor Loan Agreement Is and When It Applies

An Intercreditor Loan Agreement is a contract among two or more secured creditors that allocates rights, remedies, and priority over a shared borrower's collateral. It defines which lender has first priority, procedures for shared collateral enforcement, payment waterfalls, voting and standstill arrangements, and limits on exercising remedies. Intercreditor agreements commonly appear in syndicated financings, mezzanine financings paired with senior debt, and situations where multiple security interests encumber the same asset. The document clarifies enforcement sequencing to reduce litigation risk and to coordinate creditor actions in default or bankruptcy.

Why Use an Intercreditor Loan Agreement

An Intercreditor Loan Agreement reduces uncertainty among lenders by documenting priority, cure periods, and enforcement procedures, which lowers the risk of competing remedies and costly litigation while preserving collateral value.

Who Typically Prepares and Signs This Agreement

Lenders, administrative agents, borrower counsel, and security trustees commonly prepare or request intercreditor agreements before funding joint-secured transactions.

Senior lenders and agents — Lead banks or administrative agents representing first‑priority lenders, responsible for enforcing senior rights and coordinating with other creditors.
Subordinated lenders — Mezzanine or second‑lien lenders who need contractual protections on foreclosure, payment waterfalls, and sharing of recoveries.
Borrower and counsel — The borrower reviews clauses affecting business operations, cash dominion, and consent rights; counsel negotiates language to protect borrower interests.

Each party should confirm signing authority and counsel review prior to execution to ensure enforceability and alignment with underlying loan documents.

Core Components Found in a Professional Intercreditor Loan Agreement

A complete agreement explicitly organizes priority, shared collateral rules, enforcement mechanics, and administrative governance so parties can rely on predictable outcomes in default or restructuring.

Priority

Defines which creditor holds first priority and scope of priority over specific collateral types, including carve‑outs and permitted liens, to prevent competing claims.

Standstill

Sets time limits or conditions preventing subordinated creditors from enforcing remedies while senior lender exercises remedies or negotiates a restructuring.

Payment Waterfall

Specifies how cash proceeds from collateral realizations are allocated among creditors, including subordination of payments to senior obligations and permitted distributions.

Collateral Description

Identifies collateral classes and schedules, cross‑references security documents, and addresses perfection or release mechanics tied to liens and filings.

Voting Rights

Allocates voting and control rights on key borrower actions, restructuring proposals, or creditor‑led processes, often with supermajority thresholds.

Bankruptcy Protections

Includes clauses on intercreditor remedies in insolvency, notice and cure periods, remedies coordination, and treatment of indemnities and fees during restructuring.

Step‑by‑Step: How to Prepare and Execute an Intercreditor Agreement

Follow a clear sequence to draft, negotiate, approve, and execute the agreement so priorities and enforcement mechanisms are unambiguous before funding.

01

Drafting: Assemble loan docs and draft priorities and collateral schedules.
02

Negotiation: Negotiate standstill, waterfall, and bankruptcy provisions among creditors.
03

Approval: Obtain internal approvals and any required board or committee consents.
04

Execution: Have authorized signers sign and date; complete any required UCC filings.

How to Customize and Complete the Agreement Online

Configure an online template to automate fields, attach exhibits, and route for approval and signatures securely.

Field	Configuration
Party Name Fields	Set as required; enable validation to match formation records
Effective Date Field	Use date picker MM/DD/YYYY and lock after signing
Conditional Clauses	Show/hide waterfall language based on priority selection
Signature Routing	Set signing order: administrative agent → senior lenders → junior lenders → borrower

Where to Send and File the Final Agreement

After execution, distribute copies to all parties, file any required UCC financing statements, and retain an executed original for records.

Lender Counsel: Send fully executed copies to each lender's legal counsel.
Administrative Agent: Provide original or certified copy to the administrative agent for custody.
UCC Filing Office: File or update UCC‑1s in the debtor's state as applicable.
Internal Records: Store executed agreement in secured contract repository.

Digital Signing and eSubmission Considerations

Use a compliant eSignature platform configured for required authentication, audit trails, and document retention before routing signatures.

Authentication: Require strong signer identity (email+SMS code or advanced auth for high‑risk parties).
Audit Trail: Capture IP, timestamp, and signer actions for evidentiary support.
File Formats: Export signed PDF/A with embedded audit evidence for long‑term storage.

Ensure the chosen platform complies with ESIGN (15 U.S.C. ch. 96) and UETA where applicable and supports your retention and access needs.

Comparison: eSignature Providers for Executing Intercreditor Agreements

Use the table to compare baseline pricing and core capabilities across major eSignature vendors; signNow is listed first per platform preference and compliance capabilities.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	Yes, 7‑day trial	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Essential Information to Include

Party Names: Full legal entity names

Loan Amounts: Principal and commitment figures

Priority Classes: Senior, junior, mezzanine

Collateral: Detailed collateral categories

Cure Periods: Notice and cure timelines

Governing Law: Selected state law

Common Risks and Consequences of Errors

Priority Ambiguity: May trigger litigation over lien order

Imprecise Collateral: Leads to imperfect perfection or unenforceability

Missing Signatures: Could invalidate creditor rights

Bankruptcy Conflict: Court may alter agreed treatment

Late UCC Filing: Lowers priority date

Unauthorized Signer: Creates grounds to challenge enforcement

Typical Deadlines and Timing Expectations

Track key dates closely: effective date, funding triggers, cure and notice periods, and timing for UCC filings to preserve priority.

Effective Date:

Date agreement governs rights and must be recorded MM/DD/YYYY

Funding Deadline:

Date by which loans must be funded to meet priority terms

Notice Periods:

Specified days to notify other creditors before enforcement

Cure Periods:

Days allowed to remedy an event of default

UCC Filing:

File promptly to establish perfection and priority

Practical Tips for Accurate and Efficient Completion

Follow these practices to minimize errors, speed approvals, and preserve priority positions for creditors and the borrower.

Validate Entity Names

Confirm legal names and authority using formation documents and corporate resolutions to prevent identity mismatches that can invalidate security interests.

Attach Detailed Exhibits

Include clear collateral schedules and cross‑referenced security documents as exhibits; detailed exhibits reduce interpretation disputes and ease perfection.

Standardize Notice Procedures

Set precise notice addresses, delivery methods, and effective times to avoid claims of improper notice or missed cure opportunities.

Coordinate UCC Filings

File financing statements promptly and confirm debtor name conventions across jurisdictions to secure the intended priority date.

Representative Use Cases

Two brief scenarios show common reasons lenders rely on intercreditor agreements in multi‑lender financings.

Syndicated Loan Coordination

Senior bank leads syndicate negotiation and defines priority for a revolving facility.

Lenders agree on a payment waterfall to allocate recoveries in foreclosure.
The intercreditor document reduced friction at enforcement, enabling coordinated workout steps and minimizing asset value erosion during resolution.

Mezzanine Financing Example

A mezzanine lender takes a subordinated interest behind a first lien lender.

Agreement limits mezzanine enforcement while senior workout proceeds.
Clear standstill and subordination clauses allowed the borrower to renegotiate terms without simultaneous competing enforcement, preserving business continuity.

FAQs and Common Questions About Intercreditor Agreements

Answers to frequent practical and legal questions about drafting, signing, and enforcing intercreditor agreements in the United States.

Need help? Contact support

Can an intercreditor be electronically signed?
Yes. Electronic signatures meet ESIGN (15 U.S.C. ch. 96) and UETA standards when intent, consent, attribution, and reliable record retention are satisfied; consumer‑facing disclosure rules may apply in limited contexts.
Is notarization required for validity?
Generally no. Notarization is not typically required to form an enforceable intercreditor agreement, but a notarized signature or RON may be useful for record evidence or in states with specific requirements.
What happens if a lender doesn't sign?
If a lender refuses to sign, the agreement cannot bind that lender; parties may use intercreditor riders, consent agreements, or restructure transactions to achieve similar practical outcomes.
How are conflicts with bankruptcy law handled?
Bankruptcy courts can alter agreed priorities in insolvency; include clear bankruptcy‑related provisions but recognize courts apply the Bankruptcy Code and equitable principles.
Can the agreement be amended later?
Yes. Amendments require the contractually specified approval thresholds and should be documented in writing and executed by authorized signatories to be effective.
Who should retain executed copies?
All parties and the administrative agent should retain signed originals or certified electronic copies; retain according to retention policies described above for audit and enforcement needs.

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