This is a standard form of intercreditor agreement to be used in transactions where shared collateral secures both a first lien asset-based revolving credit facility and a second lien term loan. This Standard Document reflects a common resolution of issues that arise where the first lien lenders are asset-based lenders and the second lien lenders are institutional investors that are limited to investing in term loans. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.