Does anyone have a medical office note inside a mezz stack and can walk me through what the intercreditor actually restricted you from doing

The standstill period is the core of what you are asking about, so I will start there. A standstill clause in a commercial intercreditor agreement tells the mezzanine lender: you cannot foreclose on your collateral, accelerate your loan, or enforce remedies against the borrower for a defined period after a default event. In residential gap funding, that period is often thirty to sixty days and the document is simple. In commercial mezz, standstills of 90 to 180 days are common, and some senior lenders push for 180 days on assets with specialized collateral, which medical office qualifies as because it is hard to repurpose quickly.

At your loan size, roughly $4.2M senior and $800K mezz, you are not a large enough deal for the senior to feel pressure to move much. That does not mean the standstill is non-negotiable, but your leverage is limited to the quality of your counsel and whether the borrower can get you a lender who wants the business enough to flex. What is typically negotiable at this scale: the cure rights period (your right to step in and cure a senior default before the standstill clock even starts), notification timelines, and whether certain actions like appointing a receiver or protecting the physical asset are carved out of the standstill entirely. What is rarely negotiable: the senior's right to pursue its own remedies freely while yours are frozen.

The lesson from your GP waterfall experience applies directly here. The intercreditor will be specific about which actions are restricted, and the gap between "I have collateral" and "I can act on collateral" can be the entire recovery window on a two-tenant building if one tenant vacates.

You need a commercial real estate attorney who has reviewed intercreditor agreements on MOB mezz, not just commercial real estate generally. That is not a formality at this dollar amount.

What does the draft intercreditor actually say about cure rights, and has your attorney seen it yet?

What law firm reviewed the intercreditor, yours or just the borrower's?

The standstill on a deal this size, with a regional bank as senior, is almost always handed to you close to standard form, and the realistic negotiation is on two numbers: the length of the standstill itself and whether you get a cure right before the senior can block your enforcement action entirely. Sixty to ninety days is common language; getting it to forty-five is possible but you need to ask for it explicitly and early, not at closing.

The restrictions that actually cost mezz holders money in MOB deals are not the standstill length alone. They tend to be the prohibition on collecting rents directly if the senior declares a default, the requirement to get senior consent before you can accept a deed in lieu from the borrower, and the clause that says any enforcement action you take on your pledge of the operating entity gets unwound if it would trigger a due-on-sale or change-of-control clause in the senior note. On a two-tenant MOB, that last one matters because if one anchor lease has a co-tenancy or assignment clause tied to ownership, your enforcement could breach the lease before you even control the asset.

Before you sign anything, confirm in writing: what triggers your cure period to start running, whether the senior has to notify you of a borrower default or whether you are expected to monitor, and whether your mezz documents give you an independent right to cure the senior loan. Those three items, not the standstill headline number, are where you find out how much your $800K position actually protects you, and a real estate attorney with commercial intercreditor experience needs to mark up that document before you commit.

What does the current draft say about your notification rights when the senior declares a default?