Subordination and intercreditor agreements in plain terms
One of these changes who gets paid first out of collateral. The other changes whether you may pay someone at all. They are routinely confused.
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Two different things get called subordination, and the difference decides whether you can keep making payments to a creditor while a senior lender is unhappy.
A document titled subordination agreement may do one, the other, or both. A document titled intercreditor agreement is usually a longer instrument doing both plus a set of rules about who may do what, and when.
The clauses that matter, and what each one does
What it costs you to get one signed
A subordination is a transfer of value from the junior creditor to the senior one, so the junior creditor usually wants paying for it.
- Cash required at closing beyond the payoffs already planned: $5,750.00
- Reduction in the junior obligation: $5,000.00
- Net cost of the consent: $750.00
- Remaining junior balance: $17,600.00
Compare that against the alternative of clearing the junior position outright at $22,600. The subordination route needs $5,750 at closing instead of $22,600 — a $16,850 difference in day-one cash — at the price of keeping a junior creditor and a set of restrictions. Whether that is the right trade depends entirely on whether you have $22,600.
How to read one before you sign
- Find the permitted payments clause first. Everything else is secondary to whether you may keep paying.
- Map the collateral. Which assets, and does the description match your actual security agreement?
- Count the blockage days. Multiply by your junior payment amount to see the maximum arrears a blockage can create.
- Read the standstill against your own timeline. How long could you operate with a senior default unresolved?
- Check the amendment restriction against your likely next move. If you may need to restructure the junior debt within a year, a tight restriction is expensive.
- Check who signs. These are agreements between creditors; you usually sign an acknowledgement rather than being a principal party. Your acknowledgement often contains its own covenants — read those separately.
- Check the termination. When does the agreement end? Usually on payment in full of the senior debt. Confirm the junior creditor's lien position restores automatically.
Where these show up in practice
Bank and SBA lenders ask for subordination as a condition of closing when a short-term position exists. Equipment lenders take a purchase money security interest that outranks an existing blanket lien in that equipment, and often want the blanket holder to acknowledge it. Landlords and warehouse operators sign related but distinct documents — a landlord waiver is not subordination, it is a consent to remove collateral.
What to do
Ask for the draft early. These take longer to negotiate than anyone plans for, and a closing held up by an unsigned subordination costs per-diem on every payoff letter in the file. Ask the junior creditor at the start what they will require to sign, in dollars, so the number is in your net funding table from the beginning. And read the permitted payments clause out loud to whoever runs your bank account, because they are the one who will be violating it by habit.
What a given clause does depends on its exact wording and on the governing law the agreement selects. This is a description of standard mechanics, not legal advice, and these documents are worth a lawyer's hour.
Where this applies
Related questions
What does this guide cover?
One of these changes who gets paid first out of collateral. The other changes whether you may pay someone at all. They are routinely confused.
Which funding products does this apply to?
Merchant Cash Advance, Working Capital, Term Loan, SBA Loan, Equipment Financing, Asset-Based Lending. Each has its own page listing the funders in this directory that offer it and what each one publishes about its terms.
Are the figures here quotes?
No. Every worked example is labelled illustrative and exists to show the arithmetic. What a particular lender charges is on that lender's page, where it publishes it at all.
Who writes this?
The Find Me Funders research desk. Some drafting is AI-assisted, and every page that is says so at the top, including whether a person has checked its claims yet.
How do I know a figure here is right?
Where a page carries the green notice, its claims were checked against the sources listed at the end and a reviewer is named. Where it carries the amber one, nobody has verified it yet and you should confirm anything you plan to act on.
Are the examples real deals?
No. Every worked example is labelled illustrative and exists to show the arithmetic. What any particular lender charges is on that lender's page, where it publishes it.
Why do you never say what a typical rate is?
Because we cannot source it. A market average assembled from lenders who do not publish prices is a guess with a decimal point on it. Where a lender publishes a figure, we show that figure and say where it came from.
Is this financial or legal advice?
No. It is general information about how these products work. Outcomes depend on your contract and your state, and a lawyer or accountant licensed where you are is the person to ask about your situation.
Can I reuse this content?
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