Common use of Anti-Layering Clause in Contracts

Anti-Layering. The Borrower shall not, and shall not permit any Guarantor to create, incur, assume or suffer to exist (x) Indebtedness (including Indebtedness acquired or assumed as part of an acquisition) that is contractually subordinated or junior in right of payment to any Indebtedness of the Borrower or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Loans or the applicable Guarantor’s guarantee of the Loans to the extent and in the same manner as such Indebtedness is subordinated in right of payment to other Indebtedness of the Borrower or such Guarantor, as the case may be, or (y) any Indebtedness that is secured and which is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness of the Borrower or such Guarantor secured in whole or in part by the same collateral (including any “first-loss” or “last-out” tranche under the First Lien Loan Documents or the documentation governing any other first lien facilities), unless both (1) such Indebtedness ranks pari passu or junior in right of payment to the Loans and (2) the liens securing such Indebtedness rank pari passu or junior to the liens securing the Loans.

Anti-Layering. The Borrower shall not, and Credit Parties shall not permit any Guarantor to directly or indirectly create, incur, assume or suffer assume, permit to exist or otherwise become or remain liable with respect to (xi) any Indebtedness (including Indebtedness acquired or assumed as part other than the Obligations) of an acquisition) any Credit Party that is contractually by its terms expressly subordinate or junior in right of payment in any respect to any Senior Obligations or any other Indebtedness, unless such Indebtedness is subordinated or junior in right of payment to the Obligations in the same manner and to the same extent as such Indebtedness is subordinated to such Senior Obligations or such other Indebtedness or (ii) any Indebtedness for borrowed money (other than the Obligations) of any Credit Party that is by its terms secured by a Lien on the assets of the Credit Parties that is expressly subordinate or expressly junior in right of payment to any Lien securing any Senior Obligations or any other Indebtedness for borrowed money that is secured by a Lien. For the avoidance of doubt, this Section 6.16 is intended to prohibit the Credit Parties from, among other things, allocating different levels of priority (either in right of payment or priority of Liens) among the various tranches or components of the Senior Obligations or any other such Indebtedness of the Borrower or such Guarantor, as the case may be, unless such Credit Parties. Unsecured Indebtedness is expressly will not be deemed to be subordinated in right of payment to the Loans or the applicable Guarantor’s guarantee of the Loans secured Indebtedness solely because it is unsecured, and Indebtedness that is not guaranteed by a particular Person is not deemed to the extent and in the same manner as such Indebtedness is be subordinated in right of payment to other Indebtedness of the Borrower or such Guarantor, as the case may be, or (y) any Indebtedness that is secured and which is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness of the Borrower or such Guarantor secured in whole or in part by the same collateral (including any “first-loss” or “last-out” tranche under the First Lien Loan Documents or the documentation governing any other first lien facilities), unless both (1) such Indebtedness ranks pari passu or junior in right of payment to the Loans and (2) the liens securing such Indebtedness rank pari passu or junior to the liens securing the Loansso guaranteed solely because it is not so guaranteed.

Anti-Layering. The Borrower shall notNotwithstanding anything herein to the contrary: (a) No Note Party shall, and shall not permit directly or indirectly, incur any Guarantor to create, incur, assume or suffer to exist (x) Indebtedness (including Indebtedness acquired or assumed as part of an acquisition) Debt that is contractually subordinated or junior in right of payment to any Indebtedness Debt of any Note Party (other than the Note Obligations of the Borrower or such Guarantor, as Issuer and the case may beSubsidiary Guarantors in accordance with Article XIII), unless such Indebtedness Debt is expressly subordinated in right of payment to the Loans Notes or the applicable Guarantor’s guarantee of the Loans Note Guarantee to the extent and in the same manner as such Indebtedness Debt is subordinated in right of payment to other Indebtedness Debt of the Borrower or such GuarantorNote Party, as the case may bebe (it being understood and agreed that Debt shall not be considered contractually subordinated or junior in right of payment solely because it is unsecured or secured by Liens that are junior in priority to Liens securing other Debt). (b) Neither the Issuer nor any Subsidiary Guarantor shall, directly or indirectly, incur any Debt (yother than Permitted Secured Debt) unless such Debt is contractually subordinated or junior in right of payment to the Senior Obligations to the extent and in the same manner as the Note Obligations of the Issuer and the Subsidiary Guarantors. (c) No Note Party shall, directly or indirectly, incur any Indebtedness that Debt which is secured and which that is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness Debt of the Borrower or such Guarantor any Note Party secured in whole or in part by the same collateral (including any junior lien Debt or any “first-loss” or “last-out” tranche under the First Lien Loan Documents any Credit Facility or the documentation governing any other first lien facilitiesPermitted Secured Debt), unless both (1) such Indebtedness ranks pari passu or junior in right of payment to the Loans and (2) the liens securing such Indebtedness rank pari passu or junior to the liens securing the Loans.

Anti-Layering. The Borrower shall Each Loan Party will not, and shall will not permit any Guarantor to createof its Subsidiaries to, incur, assume directly or suffer to exist indirectly, (xa) incur any Indebtedness (including Indebtedness acquired or assumed as part of an acquisitiona Permitted Acquisition) that is contractually subordinated or junior in right of payment to any Indebtedness of the Borrower or such GuarantorSubsidiary, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Term Loans or the applicable Guarantor’s guarantee of the Loans provided by any Guarantor to the extent and in the same manner as such Indebtedness is subordinated in right of payment to other Indebtedness of the Borrower or such GuarantorSubsidiary, as the case may be, be (it being understood and agreed that Indebtedness shall not be considered contractually subordinated or junior in right of payment solely because it is unsecured or secured by Liens junior in priority to Liens securing other Indebtedness) and (yb) incur any Indebtedness that is secured and which that is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness of the Borrower or such Guarantor a Subsidiary secured in whole or in part by the same collateral (including any “first-loss” or “last-last out” tranche tranches under the First Lien Loan Documents or the documentation governing any other first lien facilities)ABL Credit Agreement, unless both (1) such Indebtedness ranks pari passu or junior in right of payment to with the Term Loans and (2) the liens Liens securing such Indebtedness rank pari passu or junior to the liens Liens on the Collateral securing the LoansObligations).

Anti-Layering. The Notwithstanding anything herein to the contrary, Holdings and the Borrower shall not, and shall not permit any Guarantor to createto, incurdirectly or indirectly, assume or suffer to exist (x) incur any Indebtedness (including Indebtedness acquired or assumed as part of an acquisitiona Permitted Acquisition) that is contractually subordinated or junior in right of payment to any Indebtedness of Holdings, the Borrower or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Loans or the applicable Guarantor’s guarantee of the Loans Obligations to the extent and in the same manner as such Indebtedness is subordinated in right of payment to other Indebtedness of Holdings, the Borrower or such Guarantor, as the case may bebe (it being understood and agreed that Indebtedness shall not be considered contractually subordinated or junior in right of payment solely because it is unsecured or secured by Liens junior in priority to Liens securing other Indebtedness). In addition to the foregoing, prior to the Disposition Date, Holdings and the Borrower shall not, and shall not permit any Guarantor to, directly or (y) indirectly, incur any Indebtedness that which is secured and which is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness of the Borrower or such a Guarantor secured in whole or in part by the same collateral (including any “first-loss” or “last-out” tranche under (x) the First Lien Loan Documents Credit Agreement or the documentation governing (y) any other first lien facilitiesSenior Priority Obligations), unless both (1) such Indebtedness ranks pari passu or junior in right of payment to with the Loans Obligations and (2) the liens Liens securing such Indebtedness rank pari passu or junior to the liens Liens securing the LoansSecured Obligations.

Anti-Layering. (a) The Borrower shall will not, and shall will not permit any Guarantor to createto, incurdirectly or indirectly, assume or suffer to exist (x) incur any Indebtedness (including Indebtedness acquired or assumed as part of an acquisition) that is contractually or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated or junior in right of payment to any other Indebtedness of the Borrower or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated subordinate in right of payment to the Loans or the applicable guarantee thereof by such Guarantor’s guarantee of the Loans , to the same extent and in the same manner as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Borrower or such Guarantor, as the case may be. (b) For purposes of the foregoing, or (y) any no Indebtedness that is secured and which is, by its express terms, will be deemed to be subordinated as to rights to receive, or subject to turnover of, payments or proceeds in right of collateral payment to any other Indebtedness of the Borrower or such any Guarantor solely by virtue of being unsecured or secured in whole by a junior priority lien or in part by virtue of the same collateral (including any “first-loss” or “last-out” tranche under fact that the First Lien Loan Documents or the documentation governing any other first lien facilities), unless both (1) holders of such Indebtedness ranks pari passu have entered into intercreditor agreements or junior other arrangements giving one or more of such holders priority over the other holders in right of payment to the Loans and (2) the liens securing such Indebtedness rank pari passu or junior to the liens securing the Loanscollateral held by them.

Anti-Layering. The Notwithstanding any provision herein to the contrary, the Borrower shall will not, and shall not nor will it permit any Guarantor to createLoan Party to, incur, assume or create, issue, assume, suffer to exist (x) exist, guarantee or otherwise agree to become liable for any Indebtedness (including Indebtedness acquired or assumed as part of an acquisitionany refinancing thereof permitted pursuant to Section 7.01(e)) that (i) is contractually subordinated or junior in right of payment to the “Obligations” (as defined in the First Lien Credit Agreement) (or any Indebtedness of refinancing thereof permitted under the Borrower or such Guarantor, as the case may be, Intercreditor Agreement) unless such Indebtedness is expressly subordinated in right of payment to the Loans or the applicable Guarantor’s guarantee of the Loans to the extent and in the same manner as such Indebtedness is subordinated in right of payment to other Indebtedness of the Borrower or such Guarantor, as the case may be, or (y) any Indebtedness that is secured and which is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness of the Borrower or such Guarantor secured in whole or in part by the same collateral (including any “first-loss” or “last-out” tranche under the First Lien Loan Documents or the documentation governing any other first lien facilities), unless both (1) such Indebtedness ranks pari passu or junior in right of payment to the Loans and the Guaranty (2as applicable) the liens securing such Indebtedness rank pari passu or junior to the liens same extent as to the “Obligations” (as defined in the First Lien Credit Agreement) (which for the avoidance of doubt shall not prohibit subordination of payment obligations pursuant to the “waterfall” or similar provision amongst holders of “Obligations” (as defined in the First Lien Credit Agreement)) or (ii) is secured by Liens that are (x) junior in priority to any Liens securing the Loans“Obligations” (as defined in the First Lien Credit Agreement) (or any refinancing thereof permitted under the Intercreditor Agreement) and (y) senior in priority to the Liens securing the Obligations, including through a participation, unitranche or similar structure solely where such transaction (or any related financing effected substantially contemporaneously therewith) has been arranged, structured, financed or consented to by a Loan Party or its Affiliates.

Anti-Layering. The Borrower shall Each Loan Party will not, and shall will not permit any Guarantor to createof its Subsidiaries to, incurdirectly or indirectly, assume or suffer to exist (xa) incur any Indebtedness (including Indebtedness acquired or assumed as part of an acquisitiona Permitted Acquisition) that is contractually subordinated or junior in right of payment to any Indebtedness of the Borrower or such GuarantorSubsidiary, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Term Loans or the applicable Guarantor’s guarantee of the Loans provided by any Guarantor to the extent and in the same manner as such Indebtedness is subordinated in right of payment to other Indebtedness of the Borrower or such GuarantorSubsidiary, as the case may be, be (it being understood and agreed that Indebtedness shall not be considered contractually subordinated or junior in right of payment solely because it is unsecured or secured by Liens junior in priority to Liens securing other Indebtedness) and (yb) incur any Indebtedness that is secured and which that is, by its express terms, subordinated as to rights to receive, or subject to turnover of, payments or proceeds of collateral to any other Indebtedness of the Borrower or such Guarantor a Subsidiary secured in whole or in part by the same collateral (including any “first-loss” or “last-last out” tranche tranches under the First Lien Loan Documents or the documentation governing any other first lien facilities)ABL Credit Agreement, unless both (1) such Indebtedness ranks pari passu or junior in right of payment to with the Term Loans and (2) the liens Liens securing such Indebtedness rank pari passu or junior to the liens Liens on the Collateral securing the LoansObligations).