Anti-Layering. The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to any Senior Debt and (b) senior in any respect in right of payment to the Notes. No Subsidiary Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is both (a) subordinate or junior in right of payment to its Senior Debt and (b) senior in right of the Section 4.9 hereof.
Anti-Layering. The Company shall not Incur, and shall not permit any Subsidiary Guarantor or JV Subsidiary Guarantor to Incur, any Indebtedness if such Indebtedness is contractually subordinated in right of payment to any other Indebtedness of the Company, such Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes, the applicable Subsidiary Guarantee or the applicable JV Subsidiary Guarantee, on substantially identical terms. This does not apply to distinctions between categories of Indebtedness that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Indebtedness.
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. 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. The Issuers shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of either of the Issuers and senior in any respect in right of payment to the Notes. No Subsidiary Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of such Subsidiary Guarantor and senior in any respect in right of payment to such Subsidiary Guarantor's Guarantee.
Anti-Layering. The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness 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.
Anti-Layering. The Company shall not incur any Indebtedness that is subordinated or junior in right of payment to any Indebtedness of the Company unless it is subordinated in right of payment to the Notes at least to the same extent. No Guarantor shall incur any Indebtedness that is subordinated or junior in right of payment to the Indebtedness of such Guarantor unless it is subordinated in right of payment to such Guarantor’s Note Guarantee at least to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated or junior in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.
Anti-Layering. Notwithstanding the foregoing, the Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt if such Debt is subordinate or junior in ranking in right of payment to the Senior Revolving Credit Agreement, unless such Debt is expressly subordinated in right of payment to the obligations under this Agreement.
Anti-Layering. Neither the Company nor any Guarantor may Incur any Debt that is subordinate in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinate in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt.
Anti-Layering. The Company and the Parent shall not, and shall not permit any Guarantor to, incur, directly or indirectly, any Financial Indebtedness that is subordinated in right of payment to any Financial Indebtedness of the Company or such Guarantor, as the case may be, unless the Financial Indebtedness so incurred is subordinated in right of payment to, the Notes or the relevant Note Guarantee, as the case may be. Unsecured Financial Indebtedness will not be deemed to be subordinated in right of payment to secured Financial Indebtedness solely because it is unsecured, and Financial Indebtedness that is not guaranteed by a particular Person is not deemed to be subordinated in right of payment to Financial Indebtedness that is so guaranteed solely because it is not so guaranteed.
