My gap money went into an RV park refinance and I am still not sure I understood what I owned

The intercreditor agreement being unreadable until you needed it is the part that gets people. I had a much simpler version of this with a seller-financed note where I assumed I understood my position and then discovered the existing lien had a dragnet clause that pulled in a separate debt I did not even know about.

Before you go anywhere near mezz, what does your next deal's loan doc package actually say about notice periods? Because the gap between "senior lender must notify junior lienholder" and "senior lender may notify" is where I would start reading before anything else.

The part that gets me is operator went quiet through May when summer should have been printing money. That is the tell. An RV park that cannot cash-flow in peak season has a fundamental problem that no bathhouse finish is going to fix, and you were sitting in second position behind a bank that had no obligation to even pick up your call.

What did the intercreditor actually say about your cure rights? Because on the deals I have seen in Oklahoma the language that matters is whether you have the right to cure the senior default yourself and tack it onto what you are owed, or whether you are just waiting on the bank's timeline with no standing.

The assumption doing the most work in your post is that position is the risk, when the actual risk was remedy lag: how many calendar days between a missed payment and any action you could legally take that cost the operator something real. Second position alone does not kill you. Second position with a 90-day cure period baked into the intercreditor, plus a senior lender who has no economic reason to move fast, means your 14 percent coupon is buying you roughly nothing as a default deterrent. The bank at 68 percent LTV is comfortable. They can wait. You at second position with 155k out have every reason to move and no clean mechanism to do it. That gap between your economic urgency and your legal velocity is where the 14 percent gets earned, and it should be priced and documented before closing, not discovered in May.

Mezz solves some of this and breaks other things. A true mezz structure on a commercial property gives you a pledge of the ownership interests rather than a lien on the dirt, which means your foreclosure path is a UCC Article 9 sale on the equity rather than a state court mortgage foreclosure, and in Ohio that can be materially faster. The tradeoff is that the senior lender's counsel will require a more detailed intercreditor, and those intercreditors for mezz typically include a standstill period, often 90 to 180 days, during which you still cannot touch the collateral if the senior declares a default first. What you actually want to negotiate, before the rate or the term, is the purchase option inside the intercreditor: the right to buy the senior note at par if they move to foreclose. That single clause changes your posture from reactive to controlling. Did the 2022 intercreditor include any purchase option language, or was it silent on that?

The move from second lien to mezz does not actually solve the problem you had, it formalizes it with more paper that is equally unreadable until the day you need it.

What I would want to know before I looked at either structure again is whether you had a real loan counsel review that intercreditor before you wired, or whether you read it yourself and assumed you understood it. Those are two completely different problems with two completely different fixes.

38 sites outside Chillicothe with a bathhouse not yet finished is also a pretty thin collateral story for 155k in second position, and I would want to know what that appraised value was actually based on given the bathhouse was the thing keeping summer rates from materializing.

The part I can't get past is that you got paid in full and still called it a problem. Which it is, but most people in your position would have posted "made 14 percent, second position works, moving on." The discomfort you're describing is documentation risk, not outcome risk, and solving one does not fix the other.

What did the intercreditor actually say about cure periods? Did the bank get a 30-day head start before you could accelerate, or was it longer?

The Columbus experience you described is actually a better outcome than most people get in that structure, and the reason it worked is the senior lender never had to move. That is the thing nobody who puts gap money into hospitality assets wants to hear, but the intercreditor you signed almost certainly had a standstill clause, which means if the bank had declared its own default you would have been frozen, probably 90 to 180 days, watching your collateral position erode while seasonal revenue missed its window entirely. Second half of 2022 into 2023 was already a weird travel year for RV destinations in that part of Ohio, shoulder season was longer than operators projected because fuel prices kept drive-tourism lumpy, so the timing of his missed payments was not random, it tracked the revenue. You got paid off because summer 2023 actually performed and he had enough to retire your note before you had to test any of those remedies.

Mezz does not solve the standstill problem, it moves it one layer up and dresses it differently. What I have never seen work is putting gap or mezz into a single-operator hospitality asset and expecting the intercreditor to give you real teeth without a minimum 30 percent equity cushion beneath you, because below that number the senior lender's cure calculus changes completely and they start running foreclosure math instead. What happens instead is exactly what you almost experienced, you get a standstill, you get legal bills, and you exit at breakeven if you are lucky. Before you go near mezz I would want to know: did that bathhouse ever get a CO, and did the appraised value the bank used include the completed bathhouse or the as-is condition in summer 2022?

Before mezz, confirm whether you can accelerate independently or only after the senior declares default first.

The core distinction you are trying to solve is whether your remedy runs through the collateral or through the borrower's equity, because that determines whether the senior lender can freeze you out entirely. Second lien gives you a claim on the asset but the intercreditor almost always subordinates your enforcement rights to the senior's timeline, which is exactly what trapped you in Chillicothe. Mezz sits above the equity, not the real estate, so your remedy is typically a UCC foreclosure on the ownership interest rather than a deed of trust action, and that process is faster and harder for the senior to block, but it only works if there is equity worth taking and if the operating entity is structured cleanly enough that seizing it gives you something you can actually run or sell.

What was the entity structure on that Chillicothe deal, a single-purpose LLC or did the operator hold the park inside something with other assets attached?

Scottsdale 2021 taught me the same lesson and I still paid a lawyer $4,200 to confirm I already knew I was stuck.

Your real problem is not position, it is that you had no defined cure period with teeth in your docs before the bank had to move first. What does your note say happens after 30 days of nonpayment specifically, because that is where I would start rewriting before you touch mezz.

Chillicothe RV math is tight enough that a bathhouse delay in shoulder season can crater the whole model before summer ever shows up.