Free tool · Lender voting rights

Sacred rights checker

Paste the amendments and waivers section of a credit agreement. See which sacred rights need every lender or each affected lender, which changes Required Lenders can make alone, and the carve-outs that get around them.

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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

Every sacred right, and the vote it really needs

Consent thresholds

Every lender, each affected lender, Supermajority or Required Lenders — for each category of amendment.

Payment terms

Principal, interest, fees, payment dates and maturity — and carve-outs such as default interest waivers.

Pro rata sharing and waterfall

Whether non-pro-rata exchanges, open market purchases or Dutch auctions can bypass sharing.

Releases and subordination

Collateral and guarantor releases, and whether lien or payment subordination is protected at all.

Voting definitions

The Required Lenders threshold and whether the voting provisions themselves need every lender.

Verified quotes

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

Definition

What are sacred rights in a credit agreement?

Sacred rights are amendments and waivers in a credit agreement that need the consent of every lender or of each lender directly and adversely affected, rather than the Required Lenders — usually lenders holding more than 50% of loans and commitments. They typically cover principal, interest, fees, payment dates, pro rata sharing, the payment waterfall and releases of all or substantially all collateral or guarantees.

Sacred rights sit at the centre of every liability management exercise. In an uptier, a majority of lenders relies on what the sacred rights leave out — lien subordination that isn't protected, or an open market purchase exception to pro rata sharing — to prime non-participating lenders without their consent.

Our guide to liability management exercises covers the Serta, Mitel and Incora decisions and the liability management transactions behind them. To test the blockers in the negative covenants — the J.Crew, Serta and Chewy blockers — use the free LME Blocker Checker, or map everything across the agreement family with AI LME analysis.

Sacred rights vs. Required Lenders matters

ChangeTypical voteWhere it leaks
Reduce principal, interest or feesEach affected lenderDefault interest waivable by Required Lenders
Extend maturity or postpone paymentsEach affected lenderAmend-and-extend carve-outs
Change pro rata sharingEach affected lenderOpen market purchase or Dutch auction exceptions
Change the payment waterfallEach affected lenderProtected only where pro rata sharing changes
Release all or substantially all collateral or guaranteesEvery lenderReleases below “all or substantially all”; releases permitted elsewhere
Subordinate liens or paymentEvery lender or each affected lender — if listedOften not listed at all, so Required Lenders can approve
Change voting provisionsEvery lenderRarely a gap

Checking what an amendment changed? Compare the amendment with the signed agreement. Lenders can build these checks into the annual credit review.

Examples

Sacred rights language, and what the checker flags

Illustrative drafting — the kinds of language the checker classifies.

Protected

Each affected lender

No amendment shall reduce the principal of, or the rate of interest on, any Loan without the written consent of each Lender directly and adversely affected thereby.

Flagged as protected: the change needs each affected lender.

Loophole

Open market purchase

Section 2.13 shall not apply to any assignment of Loans to the Borrower through open market purchases, which shall require only the consent of the Required Lenders.

Flagged as a loophole: buybacks can sit outside pro rata sharing with a majority vote.

Carve-out

All or substantially all

No amendment shall release all or substantially all of the Collateral without the written consent of each Lender.

Flagged as a carve-out: smaller releases need only Required Lenders.

Not found

Lien subordination

No amendment shall subordinate the Liens securing the Obligations to Liens securing any other Indebtedness without the written consent of each Lender.

When this language is missing from the section, the checker lists it as not found — a Serta-style gap.

How it works

From excerpt to verified findings

1. Paste the section

Add the amendments and waivers section — plus the Required Lenders definition.

2. We map each right

Each category of amendment is matched to the vote it needs, with every carve-out that lowers it.

3. Check the language

Every quote is verified against your text; key protections the excerpt doesn't mention are listed separately.

FAQ

Frequently asked questions

What are sacred rights in a credit agreement?

Amendments that need the consent of every lender or every affected lender rather than Required Lenders, typically covering principal, interest, maturity, pro rata sharing and releases of all or substantially all collateral or guarantees.

Who are the Required Lenders?

Usually lenders holding more than 50% of loans and unused commitments. The exact threshold is in the definition, which the checker reads if you paste it.

Why do sacred rights matter in a liability management exercise?

Several uptier transactions relied on a majority vote plus an exception, such as open market purchases, to subordinate non-participating lenders without their consent.

Is lien subordination a sacred right?

Only if the agreement says so. Many older agreements did not list it, which is why the checker flags it when it is missing from the section.

What does “directly and adversely affected” mean?

It limits the consent right to lenders whose own loans are affected by the change, so a change that affects one tranche may need only that tranche's lenders.

Does the checker tell me whether an LME will happen?

No. It shows what the pasted text requires and where it has gaps. 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 sacred rights across the full credit agreement

Upload the credit agreement, every amendment and the intercreditor. Continua follows each cross-reference and links every protection and gap to its page.

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