Where a borrower has more than one lender, the relationship between them is governed by agreement rather than by the order of their filings alone.
Lien subordination ranks the security interests: whose claim on the collateral is satisfied first. Payment subordination goes further, ranking the debts themselves, so the junior lender may not receive payment until the senior is satisfied.
The provisions that matter most in a workout:
Standstill. A period during which the junior lender may not exercise remedies after a default, giving the senior control of timing. Length and triggers are heavily negotiated.
Purchase option. A right for the junior to buy out the senior at par, which prevents the senior running a process that destroys junior value.
Amendment limits. Caps on how much the senior may increase the principal, raise the rate or extend the maturity without junior consent.
Turnover. An obligation on the junior to hand over payments received out of order — the mechanism that makes payment subordination effective in practice.
Insolvency provisions. Voting on a plan, consent to financing during the proceeding, and adequate protection. These are the clauses that matter most and receive the least attention when the deal is done.
For borrowers, the practical point is that an intercreditor agreement constrains what any restructuring can look like, and it should be read before a workout begins rather than during one.