Extract to table

The intercreditor agreement must state unambiguously that the First Lien Secured Parties have first-priority access to all collateral securing the Term Loan B

A carefully limited version of this provision is acceptable, but we must avoid drafting that could be argued to strip the noteholders of core bankruptcy rights (voting, best-interests-test challenges, absolute priority arguments)

We must ensure the automatic release is expressly tied to actions taken in accordance with the Credit Agreement (thereby preventing arguments that the release requires separate noteholder consent or that Indenture-level release conditions must be independently satisfied)

The intercreditor agreement must not impose additional or duplicative blockage

Combined, these baskets provide meaningful headroom for future first lien or second lien incurrence, and the joinder mechanic must accommodate such incurrence efficiently

The intercreditor agreement must not create additional payment blockage provisions beyond those in the Credit Agreement