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The Intercreditor Agreement is a fundamental document in complex financing structures where multiple creditors provide different types of debt to a borrower or group of borrowers. This agreement becomes necessary when there are various classes of creditors (such as senior lenders, mezzanine lenders, and junior creditors) who need to establish their respective rights, priorities, and obligations in relation to shared security and payment rights. Under Irish law, the agreement must comply with local security and financial regulations, including the Companies Act 2014 and relevant EU regulations. It typically includes provisions for payment waterfalls, enforcement rights, subordination mechanisms, and procedures for dealing with enforcement proceeds and insolvency scenarios. The document is particularly crucial in project finance, leveraged finance, and other structured lending arrangements where multiple creditors need to coordinate their rights and actions.

1. Parties: Identification of all creditor groups, security trustee, and the borrower/debtor

2. Background: Context of the financing arrangement and purpose of the intercreditor agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation principles

4. Ranking and Priority: Establishes the ranking of debt and priority of payments between creditors

5. Payment Provisions: Rules governing payments, payment hierarchy, and turnover provisions

6. Subordination: Terms of subordination between different classes of creditors

7. Security and Guarantees: Provisions regarding shared security and guarantee arrangements

8. Enforcement: Rights and procedures for enforcement of security and remedies

9. Application of Proceeds: Waterfall provisions for the application of enforcement proceeds

10. Effect of Insolvency Event: Provisions governing creditors' rights in insolvency scenarios

11. Purchase Option: Terms for junior creditors to purchase senior debt

12. New Debt Instruments: Provisions for additional debt and creditor accession

13. Costs and Expenses: Allocation of costs and expenses between parties

14. Changes to Parties: Procedures for transfers and assignments

15. Notices: Communication requirements and procedures

16. Miscellaneous: General boilerplate provisions

17. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions