Common use of Anti-Layering Clause in Contracts

Anti-Layering. Notwithstanding anything to the contrary contained herein or in any other Loan Document, neither the Borrower nor any Subsidiary will create, incur, assume or permit to exist any Indebtedness that (a) is subordinate or junior in right of payment, or application, payment or distribution of any Collateral, to the First Lien Obligations unless such Indebtedness is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (b) is secured by a Lien that is junior or subordinate in right of payment, or application of proceeds, to the Lien securing the First Lien Obligations unless such Lien is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Lien is subordinate or junior to the First Lien Obligations. Notwithstanding any provision contained in this Section 6.13 or the Loan Documents to the contrary, the Loan Parties, the Revolving Agent and the other Revolving Lenders may at any time and from time to time without the consent of or notice to any Secured Party and without violating any Loan Document or creating any Default, amend the payment waterfall provisions contained in the Revolving Credit Documents, create or add new tranches of First Lien Obligations, and/or reallocate all or a portion of the First Lien Obligations to the principal amount of one or more newly created loan tranches or facilities, each of which may be contractually senior, junior or pari passu in right of payment to the then existing or thereafter arising First Lien Obligations; provided, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject to the limitations set forth in the Intercreditor Agreement and (ii) in no event shall any such newly-created loan tranches or facilities be Lien subordinated to any other First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Credit Documents).

Anti-Layering. Notwithstanding anything to the contrary contained herein in this Agreement or in the other Loan Documents (except the Intercreditor Agreement), no Obligor shall, and no Obligor shall permit any of its Subsidiaries to, incur, create, issue, assume, guarantee or in any other Loan Documentmanner become directly or indirectly liable with respect to or responsible for, neither the Borrower nor any Subsidiary will create, incur, assume or permit to exist remain outstanding, any Indebtedness Debt that (a) is subordinate or junior in right of payment, or application, payment or distribution of to any Collateral, to the First Lien Obligations Debt or any contingent obligation or guarantee in respect thereof (other than the Obligations) unless such Indebtedness Debt is also subordinate or junior in right of payment to the Notes and the other Obligations and all contingent obligations or guarantees in respect thereof to at least the same extent; provided, and on the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (b) is secured by a Lien that is junior or subordinate in right of payment, or application of proceeds, to the Lien securing the First Lien Obligations unless such Lien is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Lien is subordinate or junior to the First Lien Obligations. Notwithstanding any provision contained nothing in this Section 6.13 10.2.3 shall be construed to restrict the ability of the Obligors or the Loan Documents their Subsidiaries to the contrary, the Loan Parties, the Revolving Agent and the other Revolving Lenders may at any time and from time to time without the consent of or notice to Agent or any Secured Party Lender and without violating any Loan Document or creating any Event of Default, amend the payment waterfall provisions contained in the Revolving Credit First Lien Loan Documents, to the extent permitted under the Intercreditor Agreement, create or add new tranches of First Lien ObligationsSenior Debt (as such term is defined in the Intercreditor Agreement), and/or reallocate all or a portion of the First Lien Obligations Senior Debt to the principal amount of one or more newly created loan tranches or facilities, each of which (and/or the Liens securing same) may be contractually senior, junior or pari passu in right of payment to the then existing or thereafter arising Senior Debt (and/or the Liens securing same) and contain such terms and provisions to be determined and agreed among the Obligors (or any one or more of them), First Lien Obligations; providedAgent, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject to the limitations set forth in the Intercreditor Agreement and (ii) in no event shall any such newly-created loan tranches or facilities be Lien subordinated to any other relevant First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Credit Documents)Lenders.

Anti-Layering. Notwithstanding anything to the contrary contained herein in the First Lien Loan Documents, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or in any other Loan Documentindirectly, neither the Borrower nor any Subsidiary will permit, create, incur, assume or permit suffer to exist any Indebtedness (whether pursuant to a refinancing or otherwise) that (a) is subordinate Subordinate or junior in right of payment, or application, payment or distribution of any Collateral, Junior (as defined below) to the First Lien Obligations unless such Indebtedness is subordinate Subordinate or junior Junior to the First Lien Obligations to at least the same extent, and on the same terms, as such Indebtedness is subordinate the Obligations are Subordinate or junior Junior to the First Lien Obligations Obligations, and (b) is secured by a Lien that is junior Subordinate or subordinate in right of payment, or application of proceeds, Junior to the Lien securing the First Lien Obligations on the Closing Date unless such Lien is subordinate Subordinate or junior Junior to the Lien securing the First Lien Obligations to at least the same extent, and on the same terms, as such the Lien securing the Obligations is subordinate Subordinate or junior Junior to the Lien securing the First Lien Obligations. For the avoidance of doubt, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, directly or indirectly, grant (or permit a secured party to grant) a new security interest in the Collateral securing the First Lien Obligations, agree to (or permit a secured party to agree to) the creation or imposition of a new security interest in the Collateral securing the First Lien Obligations, or allocate any security interest in the Collateral securing the First Lien Obligations, in each case, that is Subordinate or Junior to the Liens on the Collateral securing the First Lien Obligations (including Net Cash Proceeds thereof and payments with respect thereto) in favor of the First Lien Collateral Agent pursuant to the First Lien Collateral Documents (i.e., by creating new junior or separate junior security interests in such Collateral securing the First Lien Obligations), unless such security interest is Subordinate or Junior to the First Lien Obligations to at least the same extent, and on the same terms, as the Lien securing the Obligations is Subordinate or Junior to the Lien securing the First Lien Obligations. None of the foregoing provisions of this Section 7.09 shall prohibit the incurrence of Indebtedness pursuant to any Additional Senior Obligations (as defined in the Intercreditor Agreement) in accordance with the terms of the First Lien Credit Agreement as in effect on the date hereof (without any waivers or amendments of the amount, terms and conditions related to such Additional Senior Lien Obligations] (as defined in the Intercreditor Agreement)). For purposes hereof “Junior” or “Subordinate” means subordinate or junior as to: (i) right of payment; or (ii) other rights or remedies or otherwise, in each case, of, or with respect to, any Collateral or Net Cash Proceeds (but not with respect to the application or distribution of payments pursuant to Section 8.04 of the First Lien Credit Agreement as in effect on the date hereof, without any waivers or amendments). Notwithstanding the forgoing or any provision contained in this Section 6.13 or the any Loan Documents Document to the contrary, the Loan Parties, the Revolving First Lien Collateral Agent and the other Revolving Lenders First Lien Secured Parties may at amend any time and from time to time without waterfall of payments provisions or application of Net Cash Proceeds (as defined in the consent of or notice to any Secured Party and without violating any Loan Document or creating any Default, amend the payment waterfall First Lien Credit Agreement) provisions contained in the Revolving Credit Documents, create or add new tranches of First Lien ObligationsLoan Documents and to create first-out or last-out tranches, and/or reallocate all in each case, even if such actions may result in the creation of one or a portion more classes of claims in respect of the First Lien Obligations pursuant to the principal amount applicable provisions of one or more newly created loan tranches or facilities, each of which may be contractually senior, junior or pari passu in right of payment to the then existing or thereafter arising First Lien Obligations; provided, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject to the limitations set forth in the Intercreditor Agreement and (ii) in no event shall any such newly-created loan tranches or facilities be Lien subordinated to any other First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Credit Documents)Bankruptcy Law.

Anti-Layering. Notwithstanding anything to the contrary contained herein or in any other Loan Document, neither the Borrower nor any Subsidiary will create, incur, assume or permit to exist No Note Party shall incur any Indebtedness that (a) is subordinate or junior contractually subordinated to any obligations in respect of Permitted Senior Indebtedness in right of payment, including as to rights and remedies, or application, payment or distribution of incur any Collateral, to the First Lien Obligations unless such Indebtedness is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (b) is secured by a Lien that is junior or subordinate contractually subordinated to any Lien securing any obligations in respect of Permitted Senior Indebtedness, unless, in each case as applicable, such Indebtedness is contractually subordinated to the Notes in right of payment, including as to rights and remedies, or application of proceeds, the Lien securing such Indebtedness is contractually subordinated to the Lien securing the First Lien Obligations unless such Lien is subordinate or junior Notes, in each case pursuant to terms satisfactory to the Obligations to at least the same extentRequired Investors; provided, and on the same terms, as such Lien is subordinate or junior subject to the First Lien Obligations. Notwithstanding terms of the Subordination Agreement or any applicable intercreditor agreement, in no event shall this provision contained in this Section 6.13 or restrict the Loan Documents to ability of the contrary, the Loan Note Parties, the Revolving Agent and the other Revolving Lenders may or any first lien agent or first lien claimholders (as described in such Subordination Agreement or intercreditor agreement) from at any time and or from time to time without the consent of or notice to any Secured Party the Required Investors and without violating this Agreement or any Loan other Note Document or creating any Event of Default, amend the payment waterfall provisions contained in the Revolving Credit Documentsagreements governing the Permitted Senior Indebtedness, create or add new tranches of First Lien Obligationsfirst lien obligations under and within agreements governing the Permitted Senior Indebtedness, and/or reallocate all or a portion of the First Lien Obligations Permitted Senior Indebtedness to the principal amount of one or more newly created loan tranches or facilitiesunder and within the agreements governing Permitted Senior Indebtedness, each of which may be contractually senior, junior or pari passu in right of payment to the then existing or thereafter arising First Lien ObligationsPermitted Senior Indebtedness and contain such terms and provisions to be determined and agreed among the Note Parties (or any one or more of them), the first lien agent, and any relevant first lien claimholder; provided, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject to the limitations set forth in the Intercreditor Subordination Agreement and (ii) in no event shall any such newly-created loan tranches or facilities be Lien subordinated to any other First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Credit Documents)intercreditor agreement.

Anti-Layering. Notwithstanding anything to the contrary contained herein or in any other The Loan Document, neither the Borrower nor any Subsidiary will create, incur, assume or permit to exist Parties shall not incur any Indebtedness that (a) is subordinate or junior in right of payment, or application, payment or distribution of any Collateral, to the First Lien Obligations unless such Indebtedness is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (b) is secured by a Lien Liens that is junior or subordinate in right of payment, or application of proceeds, are contractually subordinated to the Lien Liens securing the First Lien Obligations unless such Lien is subordinate or junior any other Indebtedness secured by Liens on the Collateral on a senior basis to the Obligations Liens on the Collateral securing the Obligations, unless the Liens securing such Indebtedness are subordinated with respect to at least Lien priority, in the same extent, manner and on to the same terms, extent in all material respects (and without regard to standstill periods or other issues relating to the control of remedies) as such Lien is subordinate or junior the Liens securing the Obligations are subordinated to the Liens securing the First Lien Obligations or any other Indebtedness secured by Liens on the Collateral on a senior basis to the Liens on the Collateral securing the Obligations. Notwithstanding ; provided that no Liens securing Indebtedness shall be considered to be subordinated to obligations under any First Lien Credit Agreement solely by virtue of operation of a “waterfall” provision contained in the First Lien Loan Documents or the documentation for such other Indebtedness secured by Liens on the Collateral on a senior basis to the Liens on the Collateral securing the Obligations; provided, further, that nothing in this Section 6.13 or paragraph shall prohibit (x) the Loan Documents to the contrary, the Loan Parties, the Revolving Agent administrative agent and the other Revolving Lenders may applicable lenders under such senior Indebtedness from at any time and from time to time (for the avoidance of doubt, without the consent of or notice to the Administrative Agent or any Secured Party and without violating any Loan Document or creating any Default, amend Lender) amending the payment waterfall provisions contained in the Revolving Credit Documents, create or add new tranches of First Lien Loan Documents or the documentation for such other Indebtedness secured by Liens on the Collateral on a senior basis to the Liens on the Collateral securing the Obligations, and/or reallocate (y) re-allocating, replacing or refinancing all or a portion of the First Lien Obligations to the principal amount of such Indebtedness with one or more newly created loan tranches or facilities, each of which may be contractually senior, junior facilities governed by the First Lien Loan Documents or pari passu in right of payment the documentation for such other Indebtedness secured by Liens on the Collateral on a senior basis to the then existing or thereafter arising First Lien Liens on the Collateral securing the Obligations; provided, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject to the limitations set forth in the Intercreditor Agreement and (ii) in no event shall any such newly-created loan tranches or facilities be Lien subordinated to any other First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Credit Documents).

Anti-Layering. Notwithstanding anything in this Indenture or any other Notes Document to the contrary contained herein or in contrary, the Parent Issuer shall not, and shall not permit any other Loan DocumentIssuer or Guarantor to, neither the Borrower nor any Subsidiary will createdirectly or indirectly, incur, assume or permit to exist incur any Indebtedness (including Indebtedness acquired or assumed as part of a Permitted Acquisition) that (a) is subordinate contractually subordinated or junior in right of paymentpayment to any Indebtedness of such Issuer or such Guarantor, or applicationas the case may be, payment or distribution of any Collateral, to the First Lien Obligations unless such Indebtedness is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (b) is secured by a Lien that is junior or subordinate in right of payment, or application of proceeds, to the Lien securing the First Lien Obligations unless such Lien is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Lien is subordinate or junior to the First Lien Obligations. Notwithstanding any provision contained in this Section 6.13 or the Loan Documents to the contrary, the Loan Parties, the Revolving Agent and the other Revolving Lenders may at any time and from time to time without the consent of or notice to any Secured Party and without violating any Loan Document or creating any Default, amend the payment waterfall provisions contained in the Revolving Credit Documents, create or add new tranches of First Lien Obligations, and/or reallocate all or a portion of the First Lien Obligations to the principal amount of one or more newly created loan tranches or facilities, each of which may be contractually senior, junior or pari passu expressly subordinated in right of payment to the then existing Notes or thereafter arising First Lien Obligations; provided, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject the applicable Guarantor’s Note Guarantee to the limitations set forth extent and in the Intercreditor Agreement and (ii) in no event shall any same manner as such newly-created loan tranches or facilities be Lien Indebtedness is subordinated to any other First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to other Indebtedness of any Issuer or such Guarantor, as the case may 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). In addition to the foregoing, notwithstanding anything in this Indenture or any other Notes Document to the contrary, the Issuers shall not, and shall not permit any Guarantor to, directly or indirectly, incur any Indebtedness that is secured and 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 an Issuer or a Guarantor secured in whole or in part by the same collateral (including any “first-loss” or “last-out” tranche of under (x) the First Lien Credit Agreement or the ABL Credit Agreement or (y) the documentation governing any other First Lien Secured Obligations within or ABL Obligations), unless (1) such Indebtedness ranks pari passu or junior in right of payment with the Revolving Credit Notes and (2) the Liens securing such Indebtedness rank pari passu or junior to the Liens securing the Secured Obligations. Notwithstanding anything in this Section 4.14 to the contrary, nothing in this Section 4.14 shall restrict customary waterfall provisions in the First Lien Loan Documents)., ABL Financing Documents or documents governing such other Indebtedness that in each case do not establish any “first-loss,” “last-out” or similar tranche. 115

Anti-Layering. Notwithstanding anything Holdings will not, and will not permit any of its Subsidiaries to the contrary contained herein or in any other Loan Document, neither the Borrower nor any Subsidiary will create, incur, assume or permit suffer to exist any Indebtedness that (other than the Obligations, the ABL Obligations (as in effect, and pursuant to the terms of the ABL Documents, on the Closing Date) and the Existing Term Loan Obligations (as in effect, and pursuant to the terms of the Existing Term Loan Documents, on the Closing Date)) which is (a) is subordinate or junior in right of payment, or application, payment or distribution of any Collateral, to the First Lien Obligations unless such Indebtedness is subordinate or junior to the Obligations to at least the same extent, and on the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (b) is secured by a Lien that on the Collateral, which Lien is junior or subordinate subordinated in right of paymentpriority to the Lien securing the Priming Facility Obligations (as in effect, or application and pursuant to the terms of proceedsthe Priming Facility Documents, on the Closing Date), unless the Lien securing such Indebtedness is also subordinated in right of priority, in the same manner and to the same extent, to the Lien securing the First Lien Obligations or (b) subordinated in right of payment (including pursuant to a last-out facility) to any of the Priming Facility Obligations (as in effect, and pursuant to the terms of the Priming Facility Documents, on the Closing Date), unless such Lien Indebtedness is subordinate or junior also subordinated in right of payment, in the same manner and to the Obligations to at least the same extent, and on the same terms, as such Lien is subordinate or junior to the First Lien Obligations. Notwithstanding any provision contained in For the avoidance of doubt, this Section 6.13 or the Loan Documents to the contrary, the Loan Parties, the Revolving Agent and the other Revolving Lenders may at any time and from time to time without the consent of or notice 9.14 shall apply to any Secured Party and without violating any Loan Document or creating any Default, amend amendment of the payment waterfall provisions contained in the Revolving Credit agreements governing any Indebtedness, including, without limitation, the Priming Facility Loan Documents, create the Existing Term Loan Documents or add the ABL Documents, the creation or addition of new tranches of First Lien Priming Facility Obligations, Existing Term Loan Obligations or ABL Obligations, and/or reallocate the reallocation of all or a portion of the First Lien Priming Facility Obligations, the Existing Term Loan Obligations or the ABL Obligations to the principal amount of one or more newly created loan tranches or facilities, each of which may be contractually senior, junior or pari passu in right of payment to the then existing or thereafter arising First Lien Obligations; provided, however, that (i) any such amendments, creations, additions, reallocations and modifications shall be subject to the limitations set forth in the Intercreditor Agreement and (ii) in no event shall any such newly-created loan tranches or facilities be Lien subordinated to any other First Lien Obligations or have Lien priority to any other First Lien Obligations (provided that for the avoidance of doubt, tranches of First Lien Obligations within the Revolving Credit Documents may be contractually senior, junior or pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Credit Documents).