Module deep-dive
Sacred rights
Lender protections requiring affected-lender or unanimous consent. The Serta blocker lives here — drafting determines whether a majority can prime a minority.
Protection profile
Pre-Serta drafting: payment modifications and lien releases require affected-lender consent, but pro-rata sharing and ranking can be modified by required-lender vote. Serta-style priming is structurally permitted.
Each affected lender must consent to changes in principal/interest/maturity.
§10 §10.02 →ModerateLien releaseAll-lender consent required, but exceptions for permitted dispositions.
§10 §10.02 →WeakPro-rata sharingRequired-lender consent only — vulnerable to Serta-style uptier.
§10 §10.02 →AbsentRanking / priorityNo explicit ranking sacred right — priming via amendment is permitted.
§10 §10.02 →Trinseo sits in the 32nd percentile because the §10.02 affected-lender carve-outs do not extend to ranking or pro-rata sharing — a gap the Serta amendment exploited.
Basket chain4 terms · 3 dependencies
Read left-to-right: primitives feed into the module's subject term. Click any node to jump to its definition.
Wiki precedent2 cases
In re Serta Simmons — priority-lien uptier
Required-lender vote authorized a non-pro-rata uptier exchange; minority lenders excluded from participation. The canonical authority for the limits of sacred-rights drafting.
Envision Healthcare — 2020 Anesthesia Carve-Out
Pre-existing lenders had no sacred-right protection against asset transfers to Unrestricted Subsidiaries. Sister-case to the Serta uptier — different mechanic, same structural gap.
Precedents drawn from the public corpus (SEC filings, court opinions, market commentary). Other tenants' uploads are never used as comparables.
Evidence3 clauses
§10.02(b)p. 198
"No amendment, waiver, or consent shall, without the written consent of each Lender directly affected thereby, (i) reduce the principal of, or premium or interest on, any Loan, (ii) postpone any scheduled date for the payment of any principal of, or premium or interest on, any Loan, or (iii) waive or amend any condition to the funding of any Loan in a manner adverse to such Lender."
§10.02(c)p. 199
"Subject to clause (b), the Required Lenders may amend or waive any provision of this Agreement, including without limitation any provision relating to the pro rata sharing of payments among Lenders or the relative priority of the Loans."
§1.01 — Required Lendersp. 28
""Required Lenders" means, at any time, Lenders having Loans and unused Commitments representing more than 50% of the sum of the total outstanding Loans and unused Commitments at such time."
Where to go next
Financials
The line items that resolve this module's capacity into dollar figures.
Scenario modeler
How this module's capacity translates into pre/post P&L on a transaction.
Redline view
Underlying clauses with defined-term chips and cross-reference peeks.
Capability map
Browse all 34 modules with gate-triple state.