Free tool · Liability management

LME blocker checker

Paste a credit agreement provision. See which liability management exercise protections it contains — J.Crew blocker, Serta blocker, Chewy blocker and more — and exactly where each one leaks.

Free · No sign-up · Every quote verified against your text

Free check · one excerpt · no sign-up

Files are converted to text on our servers and not stored. Text is processed by our AI model provider for this check only and is not used for training.

What it checks

Nine LME protections, tested for gaps

Drop-down protections

J.Crew, Envision and Pluralsight blockers — transfers, designation of an unrestricted subsidiary and exclusive licences.

Uptier protections

Serta blocker subordination consent and non-pro-rata or open market purchase language.

Guarantor release

Chewy blocker conditions — and whether a guarantor falls away when it stops being wholly owned.

Double-dip / pari-plus

Non-guarantor debt, guarantees and intercompany claims that could create a second claim.

Voting and sacred rights

The lender vote needed to amend each protection, and Incora-style vote changes.

Verified quotes

Every quote is matched word-for-word against your text. Anything that can't be verified is dropped.

Definition

What are LME blockers?

LME blockers are drafting protections in a credit agreement that restrict specific liability management exercise techniques. A J.Crew blocker restricts moving material IP to an unrestricted subsidiary; a Serta blocker restricts subordinating lenders without their consent; a Chewy blocker restricts releasing a guarantor just because it stops being wholly owned.

Having a blocker is not the same as being protected. Scope, definitions, carve-outs such as an 'offered to all lenders' exception, and whether the blocker is a sacred right decide what it actually prevents.

New to LMEs? Our guide to liability management exercises in 2026 covers market data, blocker trends and the Serta, Mitel and Incora decisions. To test every protection across the credit agreement, amendments and intercreditor together, use AI LME analysis.

Where LME blockers leak

ProtectionDesigned to restrictCommon gap
J.Crew blockerMoving material IP to an unrestricted subsidiaryCovers transfers but not designation or exclusive licences; Borrower decides what is material
Serta blockerSubordinating liens or payment priority without consent“Offered to all lenders” exception; liens covered but not payment priority
Non-pro-rata / open market purchaseExchanges offered only to some lendersBroad open market purchase definition
Chewy blockerReleasing a guarantor that becomes non-wholly ownedNo requirement of a bona fide sale to a third party
Sacred rightsChanging key protections by majority voteBlocker amendable by Required Lenders

Blockers change through amendments — compare each amendment with the signed agreement to see what was added or narrowed, and use the contradiction finder when definitions and covenants pull in different directions. Lenders can add LME protections to underwriting and the annual credit review.

Examples

J.Crew, Serta and Chewy blocker examples

Illustrative blocker language — and what the checker tests in each.

J.Crew blocker

Drop-down protection

No Loan Party shall transfer, or grant an exclusive license of, any Material Intellectual Property to any Unrestricted Subsidiary, and no Subsidiary that owns Material Intellectual Property may be designated as an Unrestricted Subsidiary.

Tests transfers, exclusive licences and designation — and who decides what counts as material.

Serta blocker

Subordination consent

No amendment shall subordinate the Obligations in right of payment, or the Liens securing the Obligations, to any other Indebtedness without the consent of each Lender directly and adversely affected thereby.

Tests lien and payment subordination, the consent threshold and any “offered to all lenders” carve-out.

Chewy blocker

Guarantor release

A Guarantor shall not be released solely because it ceases to be a wholly-owned Subsidiary unless it ceases to be a Subsidiary as a result of a sale to a non-Affiliate for bona fide business purposes.

Tests whether a release needs a genuine third-party sale.

Sacred right

Amendment vote

No amendment to Section 7.02(y) or this Section 10.01(viii) shall be effective without the written consent of each Lender directly and adversely affected thereby.

Tests whether a blocker can be removed by majority vote.

How it works

From excerpt to verified findings

1. Paste a provision

Add the negative covenant, guarantor release or amendments section — plus the definitions it relies on.

2. We test each blocker

Each protection is marked present, partial, not protected or unclear, with the gaps that weaken it.

3. Check the language

Every quote is verified against your text; missing definitions are flagged, not guessed.

FAQ

Frequently asked questions

What is an LME blocker?

A drafting protection in a credit agreement that restricts a specific liability management exercise technique — for example, a J.Crew blocker restricts moving material IP to an unrestricted subsidiary.

What is the difference between a J.Crew, Serta and Chewy blocker?

A J.Crew blocker targets drop-downs of material assets to unrestricted subsidiaries; a Serta blocker targets non-consensual subordination (uptiers); a Chewy blocker targets releasing a guarantor that becomes non-wholly owned.

Why add definitions?

Blockers depend on defined terms such as 'Material Intellectual Property' or 'Unrestricted Subsidiary'. Without them, the answer may change — the checker lists which terms are missing.

How much can I check for free?

Up to 10,000 characters of provision text plus 6,000 characters of definitions, or one TXT, MD, PDF or DOCX file up to 5 MB (PDFs up to 10 pages).

Does it predict whether an LME will happen?

No. It shows what the language you provide restricts and leaves open. It is a first-pass review, not legal advice.

What happens to my document?

Files are converted to text on our servers and not stored. Text is processed by our AI model provider for this check only and is not used for training.

Keep exploring

Related tools and use cases

First task free

Map every LME protection across the agreement family

Upload the credit agreement, every amendment, the guarantee and collateral agreement and the intercreditor. Get a cited LME protection map with every gap flagged.

No credit card required
Complete documents, any length
Cited, reviewable outputs