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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.

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