The importance of an intercreditor agreement for a lender making a subordinate mezzanine loan to the parent of a mortgage borrower cannot be emphasized enough. Typically, as security for its loan, a mezzanine lender accepts a pledge of the equity interests in a single purpose owner of real property (i.e., a mortgage borrower), which itself is receiving mortgage financing secured by the real property it owns.
By its nature, this arrangement (a mortgage loan secured by the real property and a mezzanine loan secured by a pledge of equity) creates a priority for the mortgage lender with respect to the most important (and often only) asset owned, directly or indirectly, by the mezzanine borrower and mortgage borrower: the real property.
