Common use of Limitation on Layering Clause in Contracts

Limitation on Layering. The Company will not Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary Guarantee. Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will not Incur any Indebtedness that is expressly subordinated contractually subordinate in right of payment to any Senior Indebtedness of the CompanyIndebtedness, unless such Indebtedness so Incurred ranks pari passu in right of payment with, is Senior Subordinated Indebtedness or is subordinated in right of payment toto Senior Subordinated Indebtedness by contract. In addition, the Company’s Indebtedness with respect to the Notes. The Company no Guarantor will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated contractually subordinate in right of payment to any Guarantor Senior Indebtedness of such Subsidiary GuarantorIndebtedness, unless such Indebtedness so Incurred ranks pari passu in right is Guarantor Senior Subordinated Indebtedness of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary GuaranteeGuarantor Senior Subordinated Indebtedness by contract. Unsecured Indebtedness is not considered subordinate to Secured Indebtedness merely because it is unsecured, and Indebtedness that is unsecured or secured not Guaranteed by a junior Lien particular person is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed guaranteed, merely because it is not so guaranteedGuaranteed. No Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

Limitation on Layering. The Company will shall not Incur any ---------------------- Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari ---- passu in right of payment withwith the Notes, or is subordinated in right of payment to, the Company’s Indebtedness with respect ----- to the Notes. The Company will not permit any Subsidiary No Note Guarantor to shall Incur any Indebtedness that is expressly subordinated in right of payment to any Guarantor Senior Indebtedness of such Subsidiary Note Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Note Guarantor’s Subsidiary 's Note ---- ----- Guarantee, or is subordinated in right of payment to such Subsidiary Note Guarantor's Note Guarantee. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness In debtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will shall not Incur any Indebtedness that if such Indebtedness is expressly subordinated subordinate in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, is Senior Subordinated Indebtedness or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly contractually subordinated in right of payment to Senior Subordinated Indebtedness. No Note Guarantor shall Incur any Indebtedness if such Indebtedness is expressly subordinate in right of payment to any Guarantor Senior Indebtedness of such Subsidiary Guarantor, Note Guarantor unless such Indebtedness so Incurred ranks pari passu in right is Guarantor Senior Subordinated Indebtedness of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, Note Guarantor or is contractually subordinated in right of payment to Guarantor Senior Subordinated Indebtedness of such Subsidiary GuaranteeNote Guarantor. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Notwithstanding anything to the contrary, the Company will shall not Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the NotesSecurities. The Company will shall not permit any Subsidiary Guarantor to Incur any Indebtedness (other than intercompany indebtedness) that is expressly subordinated in right of payment to any Senior Indebtedness Indebt- edness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s 's Subsidiary GuaranteeGuaranty of the Securities, or is subordinated in right of payment to such Subsidiary GuaranteeGuaranty. Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will shall not Incur incur any Indebtedness that is expressly subordinated subordinate in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, is Senior Subordinated Indebtedness or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly contractually subordinated in right of payment to Senior Subordinated Indebtedness. No Guarantor will incur any Indebtedness that is expressly subordinate in right of payment to any Guarantor Senior Indebtedness of such Subsidiary Guarantor, Guarantor unless such Indebtedness so Incurred ranks pari passu in right is Guarantor Senior Subordinated Indebtedness of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, Guarantor or is contractually subordinated in right of payment to Guarantor Senior Subordinated Indebtedness of such Subsidiary GuaranteeGuarantor. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company Borrower will not Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the CompanyBorrower, unless such Indebtedness so Incurred incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the CompanyBorrower’s Indebtedness with respect to under the NotesSenior Credit Facilities. The Company Borrower will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary Guarantee. Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will not Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary Guarantee. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will not Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary GuaranteeGuarantee with respect to the Notes, or is subordinated in right of payment to such Subsidiary Guarantee. Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will not, and will not permit the Co-Issuer to, Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Companysuch Person, unless such Indebtedness so Incurred by such Person ranks pari passu in right of payment with, or is subordinated in right of payment to, the Companysuch Person’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated in right of payment to such Subsidiary Guarantee. Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lien, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.

Limitation on Layering. The Company will not Incur any Indebtedness that if such Indebtedness is expressly subordinated subordinate in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated subordinate in right of payment to the Company’s Note Guarantee of the Senior Subordinated Notes. No Note Guarantor will Incur any Indebtedness if such Indebtedness is expressly subordinate in right of payment to such Subsidiary GuaranteeNote Guarantor’s Note Guarantor Senior Indebtedness unless such Indebtedness is pari passu in right of payment with or is subordinate in right of payment to the Note Guarantee of such Note Guarantor. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness that is not guaranteed Guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed Guaranteed merely because it is not so guaranteedGuaranteed.

Limitation on Layering. The Company will not Incur incur any Indebtedness that if such Indebtedness is expressly subordinated subordinate in right of payment to any Senior Indebtedness of the Company, Debt unless such Indebtedness so Incurred ranks pari passu in right of payment with, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary Guarantor to Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of such Subsidiary Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Guarantor’s Subsidiary Guarantee, or is subordinated subordinate in right of payment to the Notes. No Guarantor will incur any Indebtedness if such Indebtedness is expressly subordinate in right of payment to such Subsidiary GuaranteeGuarantor’s Senior Debt unless such Indebtedness is pari passu in right of payment with or is subordinate in right of payment to the Guarantee of such Guarantor. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness that is not guaranteed Guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed Guaranteed merely because it is not so guaranteedGuaranteed.

Limitation on Layering. The Company will shall not Incur any Indebtedness that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, unless such Indebtedness so Incurred ranks pari passu in right of payment withwith the Notes, or is subordinated in right of payment to, the Company’s Indebtedness with respect to the Notes. The Company will not permit any Subsidiary No Note Guarantor to shall Incur any Indebtedness that is expressly subordinated in right of payment to any Guarantor Senior Indebtedness of such Subsidiary Note Guarantor, unless such Indebtedness so Incurred ranks pari passu in right of payment with such Subsidiary Note Guarantor’s Subsidiary 's Note Guarantee, or is subordinated in right of payment to such Subsidiary Note Guarantor's Note Guarantee. Unsecured Indebtedness that is unsecured or secured by a junior Lien is not deemed to be subordinate or junior to secured Indebtedness merely because it is unsecured or secured by a junior Lienunsecured, and Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinate or junior to Indebtedness that is so guaranteed merely because it is not so guaranteed.