Limitation on Layered Indebtedness. The Issuer shall not, and shall not permit any Note Guarantor to, directly or indirectly, Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness, unless such Indebtedness is expressly subordinate in right of payment to the Notes or, in the case of a Note Guarantor, its Note Guarantee, to the same extent, on the same terms and for so long (except as a result of the provisions of the Intercreditor Agreement applicable to Facilities Agreement Indebtedness and any refinancing thereof) as such Indebtedness is subordinate to such other Indebtedness.
Limitation on Layered Indebtedness. The Company will not Incur, and will not permit any Guarantor to Incur, any Indebtedness (including any Indebtedness described in clauses (b)(i) through (xvi) of Section 4.12 that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.
Limitation on Layered Indebtedness. Notwithstanding anything in the New Second Lien Convertible Notes Indenture to the contrary, ION shall not, and will not permit any Guarantor to incur any Indebtedness (including Permitted Debt) that is contractually subordinated either in right of payment or in respect of the grant or the application of proceeds of Collateral to any other Indebtedness of ION or such Guarantor (including by way of “last out” tranches but excluding the customary waterfall payments among protective advances, swing line advances, advances and Hedging Obligations constituting the same tranche of Priority Lien Debt such as those set forth in Section 11.5 of the Credit Agreement), unless such Indebtedness is also contractually subordinated in right of payment or in respect of the grant and the application of proceeds of Collateral, as the case may be, to the New Second Lien Convertible Notes and the applicable New Second Lien Convertible Notes Guarantee on substantially identical terms. For the avoidance of doubt, the foregoing shall not prohibit any Permitted Refinancing of the Credit Agreement with other Priority Lien Debt.
Limitation on Layered Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness, unless such Indebtedness is subordinate in right of payment to, or ranks pari passu with, the Notes or, in the case of Restricted Subsidiaries that are Note Guarantors, such Indebtedness is subordinate in right of payment to, or ranks pari passu with, the Note Guarantees of such Note Guarantors.
(b) The Note Guarantors will not, directly or indirectly, Guarantee any Indebtedness of the Company that is subordinate in right of payment to any other Indebtedness of the Company unless such Guarantee is subordinate in right of payment to, or ranks pari passu with, the Note Guarantees of such Note Guarantors.
Limitation on Layered Indebtedness. The Company shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, Incur any Indebtedness that is subordinate in right of payment to any other Senior Indebtedness, unless such Indebtedness is expressly subordinate in right of payment to the Notes or, in the case of a Subsidiary Guarantor, its Note Guarantee to the same extent and on the same terms as such Indebtedness is subordinate to such other Indebtedness.
Limitation on Layered Indebtedness. The Company shall ----------------------------------- not:
(1) directly or indirectly Incur any Indebtedness that by its terms would expressly rank senior in right of payment to the Securities and rank subordinate in right of payment to any other Indebtedness of the Company; or
(2) cause or permit any Subsidiary Guarantor to, and no Subsidiary Guarantor shall, directly or indirectly, Incur any Indebtedness that by its terms would expressly rank senior in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor and rank subordinate in right of payment to any other Indebtedness of such Subsidiary Guarantor; provided that no Indebtedness shall be deemed to be subordinated solely by -------- virtue of being unsecured.
Limitation on Layered Indebtedness. The Company will not, and will not permit any Note Guarantor to, directly or indirectly, Incur any Indebtedness that, by its express terms, is subordinate in right of payment to any other Indebtedness, unless such Indebtedness is subordinate in right of payment to the Notes to the same extent and on the same terms as such Indebtedness is subordinate to such other Indebtedness, or ranks equally with, the Notes or, in the case of a Note Guarantor, its Note Guarantee; provided however that no Indebtedness of the Company shall be deemed to be contractually subordinated to any of the Indebtedness of the Company solely by virtue of being unsecured.
Limitation on Layered Indebtedness. (i) The Company shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is subordinate in right of payment to, or ranks pari passu with, the Securities in the case of the Company or the Subsidiary Guaranties in the case of the Subsidiary Guarantors.
(ii) The Subsidiary Guarantors shall not, directly or indirectly, Guaranty any Indebtedness of the Company that is subordinated in right of payment to any other Indebtedness of the Company unless such Guaranty is subordinate in right of payment to, or ranks pari passu with, the Subsidiary Guaranties.
Limitation on Layered Indebtedness. (a) The Company will not Incur any Indebtedness which is subordinated or junior in right of payment to any Senior Indebtedness unless such Indebtedness constitutes Indebtedness which is junior to, or pari passu with, the Securities in right of payment.
(b) The Company will not permit any Subsidiary Guarantor to, and no Subsidiary Guarantor will, Incur any Indebtedness that is subordinated or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is, by its terms, pari passu with or subordinated in right of payment to such Subsidiary Guarantor's Subsidiary Guaranty.
Limitation on Layered Indebtedness. Neither the Parent Guarantor nor any Restricted Subsidiary of the Parent Guarantor shall directly or indirectly Incur any Indebtedness that by its terms would expressly rank senior in right of payment to the Notes and rank subordinate in right of payment to any other Indebtedness of the Parent Guarantor or that Restricted Subsidiary; PROVIDED, HOWEVER, that no Indebtedness shall be deemed to be subordinated solely by virtue of being unsecured.
