Common use of Anti-Layering Clause in Contracts

Anti-Layering. (a) Parent and the Borrower will not, and will not permit any other Loan Party to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired) that is junior to the Senior Liens (other than the Liens securing the Secured Obligations) unless such Lien is also junior to the Liens securing the Secured Obligations. (b) Parent and the Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt that (i) is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to the Revolving Debt (or Permitted Refinancing Debt thereof) unless such Indebtedness is also subordinated in right of payment to the Secured Obligations, (ii) is expressed to be secured by the Collateral on a subordinated basis to the Revolving Debt (or Permitted Refinancing Debt thereof) and on a senior basis to the Secured Obligations, (iii) is expressed to rank or ranks so that the Lien securing such Debt is subordinated to any of the Revolving Debt (or Permitted Refinancing Debt thereof) but is senior to the Secured Obligations, (iv) is contractually subordinated in right of payment to any of the Revolving Debt (or Permitted Refinancing Debt thereof) and senior in right of payment to the Secured Obligations or (v) has payment priorities for repayment of principal of such Debt which would treat holders of such principal on a “first-out/last-out” basis with respect to proceeds of Collateral.

Anti-Layering. (a) Parent and Notwithstanding anything to the Borrower will not, and will not permit contrary contained herein or in any other Loan Party toDocument, 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 any of its Properties the same terms, as such Indebtedness is subordinate or junior to the First Lien Obligations and (now owned or hereafter acquiredb) is secured by a Lien that is junior or subordinate in right of payment, or application of proceeds, to the Senior Liens (other than the Liens Lien securing the Secured Obligations) First Lien Obligations unless such Lien is also subordinate or junior to the Liens securing Obligations to at least the Secured same extent, and on the same terms, as such Lien is subordinate or junior to the First Lien Obligations. (b) Parent . Notwithstanding any provision contained in this Section 6.13 or the Loan Documents to the contrary, the Loan Parties, the Revolving Agent and the Borrower will notother 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, and will not permit any other Loan Party toamend the payment waterfall provisions contained in the Revolving Credit Documents, incurcreate or add new tranches of First Lien Obligations, create, assume and/or reallocate all or suffer to exist any Debt that (i) is subordinate in right a portion of payment (including via any “first-out” collateral proceeds waterfall or similar structure) the First Lien Obligations to the Revolving Debt (principal amount of one or Permitted Refinancing Debt thereof) unless such Indebtedness is also subordinated more newly created loan tranches or facilities, each of which may be contractually senior, junior or pari passu in right of payment to the Secured 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) is expressed to in no event shall any such newly-created loan tranches or facilities be secured by the Collateral on a subordinated basis to the Revolving Debt (or Permitted Refinancing Debt thereof) and on a senior basis to the Secured Obligations, (iii) is expressed to rank or ranks so that the Lien securing such Debt 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 Debt (Credit Documents may be contractually senior, junior or Permitted Refinancing Debt thereof) but is senior to the Secured Obligations, (iv) is contractually subordinated pari passu in right of payment to any other tranche of First Lien Obligations within the Revolving Debt (or Permitted Refinancing Debt thereof) and senior in right of payment to the Secured Obligations or (v) has payment priorities for repayment of principal of such Debt which would treat holders of such principal on a “first-out/last-out” basis with respect to proceeds of CollateralCredit Documents).

Anti-Layering. (a) Parent and Notwithstanding anything to the Borrower will notcontrary contained in the First Lien Loan Documents, no Loan Party shall, and will not no Loan Party shall permit any other Loan Party of its Subsidiaries to, directly or indirectly, permit, create, incur, assume or permit suffer to exist any Lien on any of its Properties Indebtedness (now owned whether pursuant to a refinancing or hereafter acquiredotherwise) that (a) is junior Subordinate or Junior (as defined below) to the Senior Liens First Lien Obligations unless such Indebtedness is Subordinate or Junior to the First Lien Obligations to at least the same extent, and on the same terms, as the Obligations are Subordinate or Junior to the First Lien Obligations, and (other than b) is secured by a Lien that is Subordinate or Junior to the Liens Lien securing the Secured Obligations) First Lien Obligations on the Closing Date unless such Lien is also junior Subordinate or Junior to the Lien securing 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. 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 Secured 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. (b) Parent and ), unless such security interest is Subordinate or Junior to the Borrower will notFirst Lien Obligations to at least the same extent, and will not permit 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 other Loan Party 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, incur, create, assume or suffer to exist any Debt that : (i) is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall payment; or similar structure) to the Revolving Debt (or Permitted Refinancing Debt thereof) unless such Indebtedness is also subordinated in right of payment to the Secured Obligations, (ii) is expressed to be secured by the other rights or remedies or otherwise, in each case, of, or with respect to, any Collateral on a subordinated basis to the Revolving Debt or Net Cash Proceeds (or Permitted Refinancing Debt thereof) and on a senior basis to the Secured Obligations, (iii) is expressed to rank or ranks so that the Lien securing such Debt is subordinated to any of the Revolving Debt (or Permitted Refinancing Debt thereof) but is senior to the Secured Obligations, (iv) is contractually subordinated in right of payment to any of the Revolving Debt (or Permitted Refinancing Debt thereof) and senior in right of payment to the Secured Obligations or (v) has payment priorities for repayment of principal of such Debt which would treat holders of such principal on a “first-out/last-out” basis not with respect to proceeds the application or distribution of Collateralpayments 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 in any Loan Document to the contrary, the First Lien Collateral Agent and the other First Lien Secured Parties may amend any waterfall of payments provisions or application of Net Cash Proceeds (as defined in the First Lien Credit Agreement) provisions contained in the First Lien Loan Documents and to create first-out or last-out tranches, in each case, even if such actions may result in the creation of one or more classes of claims in respect of the First Lien Obligations pursuant to the applicable provisions of Bankruptcy Law.

Anti-Layering. Notwithstanding anything in this Agreement or in any other Loan Document to the contrary: (a) Parent and the Borrower will shall not, and will shall not permit any other Loan Party Subsidiary Guarantor to, directly or indirectly, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired) that is junior to the Senior Liens (other than the Liens securing the Secured Obligations) unless such Lien is also junior to the Liens securing the Secured Obligations. (b) Parent and the Borrower will notassume, and will not permit any other Loan Party to, incur, create, assume acquire or suffer to exist any Debt that Indebtedness (other than Indebtedness created hereunder and under the other Loan Documents): (i) that is subordinate (or is expressed to be) contractually subordinated or junior in right of payment (including via to any “first-out” collateral proceeds waterfall Indebtedness of the Borrower or similar structure) to such Subsidiary Guarantor, as the Revolving Debt (or Permitted Refinancing Debt thereof) case may be, unless such Indebtedness is also expressly subordinated in right of payment to the Secured Obligations, (ii) is expressed to be secured by Loans or the Collateral on a subordinated basis applicable Subsidiary Guarantor’s Guarantee of the Obligations to the Revolving Debt (or Permitted Refinancing Debt thereof) extent and on a senior basis to in the Secured Obligations, (iii) same manner as such Indebtedness is expressed to rank or ranks so that the Lien securing such Debt is subordinated to any of the Revolving Debt (or Permitted Refinancing Debt thereof) but is senior to the Secured Obligations, (iv) is contractually subordinated in right of payment to any other Indebtedness of the Revolving Debt Borrower or such Subsidiary 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); or (ii) that is (or Permitted Refinancing Debt thereofis expressed to be) and secured by any Lien on a priority basis to the Liens securing the Indebtedness under the Existing Credit Agreement; or (iii) that ranks (or is expressed to rank) senior in right of payment to the Secured Obligations Indebtedness under the Existing Credit Agreement; or (iv) where any of the creditors in respect thereof are entitled to receive any proceeds of collateral in priority to any of the creditors or holders in respect of any Indebtedness under the Existing Credit Agreement; and (vb) has payment priorities for repayment The Borrower shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume, acquire or suffer to exist any Indebtedness that is (or is expressed to be) secured and that is (or is expressed to be) subordinated as to rights to receive, or subject to turnover of, payments or proceeds of principal collateral to any other Indebtedness of such Debt which would treat holders of such principal on the Borrower or a Subsidiary Guarantor secured in whole or in part by the same collateral (including any “first-loss”, “first-out/” or “last-out” basis with respect to proceeds of Collateraltranche under the Existing Credit Agreement).

Anti-Layering. (a) Parent and the Borrower will not, and will The Loan Parties shall not permit incur any other Loan Party to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired) Indebtedness that is junior to the Senior secured by Liens (other than the Liens securing the Secured Obligations) unless such Lien is also junior that are contractually subordinated to the Liens securing the Secured Obligations. (b) Parent and the Borrower will not, and will not permit First Lien Obligations or any other Loan Party to, incur, create, assume or suffer to exist any Debt that (i) is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to the Revolving Debt (or Permitted Refinancing Debt thereof) unless such Indebtedness is also subordinated in right of payment to the Secured Obligations, (ii) is expressed to be secured by Liens on the Collateral on a subordinated basis to the Revolving Debt (or Permitted Refinancing Debt thereof) and on a senior basis to the Secured Liens on the Collateral securing the Obligations, (iii) is expressed to rank or ranks so that unless the Lien Liens securing such Debt is Indebtedness are subordinated to any of the Revolving Debt (or Permitted Refinancing Debt thereof) but is senior to the Secured Obligations, (iv) is contractually subordinated in right of payment to any of the Revolving Debt (or Permitted Refinancing Debt thereof) and senior in right of payment to the Secured Obligations or (v) has payment priorities for repayment of principal of such Debt which would treat holders of such principal on a “first-out/last-out” basis with respect to proceeds Lien priority, in the same manner and to the same extent in all material respects (and without regard to standstill periods or other issues relating to the control of Collateralremedies) as 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; 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 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 paragraph shall prohibit (x) the administrative agent and the 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 Lender) amending the payment waterfall provisions 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, and/or (y) re-allocating, replacing or refinancing all or a portion of such Indebtedness with one or more newly created loan tranches or facilities governed by 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.