- Intercreditor Agreement.docVIP

Intercreditor Agreement 　　This INTERCREDITOR AGREEMENT, dated as of _________(M,D,Y) (this #39;Agreement#39;), is among AAA (the #39;Subordinating Creditor#39;), BBB, a _________(PLACENAME) corporation (the #39;Debtor#39;), and CCC LLC, as agent for the DDD (the #39;Senior Creditor#39;). 　　RECITALS 　　A The Senior Creditor has or expects to acquire a security interest in assets of the Debtor in which the Subordinating Creditor has an interest, including but not limited to the Senior Creditor Collateral. 　　B The Debtor and Subordinating Creditor are parties to the Subordinating Creditor Agreements. The Creditors are executing this Agreement to set forth their lien priorities with respect to the Senior Creditor Collateral. 　　NOW, THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Creditors hereby agree as follows: 　　AGREEMENT 　　1. Definitions. The following terms used herein shall have the following meaning. All capitalized terms not herein defined shall have the meaning set forth in the Uniform Commercial Code: 　　1.1. #39;Bankruptcy Code#39; - Title 11 of the United States Code. 　　1.2. #39;Chosen State#39; - _________(PLACENAME). 　　1.3. #39;Creditors#39; -The Subordinating Creditor and the Senior Creditor. 　　1.4. #39;Debtor#39; - See preamble. 　　1.5. #39;Interest Payments#39; - Regularly scheduled interest payments pursuant to the Subordinating Creditor Agreements. 　　1.6. #39;Party#39; - Each of the Subordinating Creditor, the Debtor, and the Senior Creditor. 　　1.7. #39;Permitted Payments#39; - (i) Interest Payments, and (ii) $,_________,of the Subordinating Creditor Obligations. 　　1.8. #39;Secondary Collateral#39; - Collateral of a Creditor holding a security interest which is inferior to the priority of the other Creditor. 　　1.9. #39;Senior Creditor#39; - See preamble. 　　1.10. #39;Senior Creditor Collateral#39;