Jurisdiction(s):
United Kingdom

Key definition

Priority definition

What does Priority mean? Priority describes the order in which competing proprietary rights and security interests take effect against an asset and the sequence in which secured creditors are paid on enforcement or insolvency. It is a cross‑context concept informed by statute and case law (for example, land registration legislation, companies legislation on registration of charges, and equitable rules on notice). In practice, priority is usually set by time and method of perfection: creation and registration of mortgages/standard securities over land (e.g. under the Land Registration Act 2002 in England and Wales and the 2012 Scottish legislation), registration of company charges (at Companies House under...

Intercreditor Agreements: Purpose, Parties, LMA Precedents, Key Provisions (Ranking, Waterfalls, Payment Stops, Enforcement, Releases) and Execution—An Introductory Practice Note with Comparisons to Deeds of Priority and Subordination

Published by a LexisNexis Banking & Finance expert

Practice notes

This Practice Note offers a concise overview of intercreditor agreements and their key provisions.

This Practice Note:

sets out why an intercreditor agreement is used and when it is chosen instead of a deed of priority or a subordination deed
directs you to practical material on preparing and negotiating an intercreditor agreement effectively
identifies the principal parties involved in an intercreditor agreement
explains the core provisions commonly included in an intercreditor agreement, such as the following:
- ranking and subordination
- restrictions on payments to junior creditors
- amendments and variations to transaction documents
- limits on commencing enforcement action
- control of the security enforcement strategy
- release of claims on disposals

Deal types vary widely in their usual structures and debt profiles, with notable differences arising within each category. This Practice Note reviews provisions that are commonly seen in most intercreditor agreements.

Purpose of an intercreditor agreement

Why have an intercreditor agreement?...

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Web page updated on 21/05/2026

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