Common use of Layering Clause in Contracts

Layering. The Parent, the Company and any Restricted Subsidiary will not, directly or indirectly, incur: (a) any Indebtedness that is secured by a Lien (other than Capital Leases) if such Indebtedness is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) (i) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations) and senior in priority to the Liens securing the 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) or (ii) secured by Liens that, with respect to any Notes Priority Collateral, are junior in priority to any Liens securing the 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) and senior in priority to Lien securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations); or (b) any Indebtedness in an aggregate principal amount in excess of $25,000,000 that is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to (i) the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations) unless such Indebtedness is also subordinated in right of payment to the obligations under the 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) or (ii) the 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) unless such Indebtedness is also subordinated in right of payment to the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations).

Layering. The None of the Parent, the Company and Borrower nor any of its Restricted Subsidiary will notSubsidiaries will, directly or indirectly, incur: (a) any Indebtedness that is secured by a Lien (other than Capital Financing Leases) if such Indebtedness is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) (i) secured by Liens that, with respect to any ABL Fixed Debt Priority Collateral, are junior in priority to any Liens securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations) and senior in priority to the Liens securing the 2026 Secured Notes Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesABL Facility) or (ii) secured by Liens that, with respect to any Notes ABL Priority Collateral, are junior in priority to any Liens securing the 2026 Secured Notes Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesABL Facility) and senior in priority to Lien securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations); or (b) any Indebtedness in an aggregate principal amount in excess of $25,000,000 that is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to (i) the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations) unless such Indebtedness is also subordinated in right of payment to the obligations under the 2026 Secured Notes ABL Facility (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesABL Facility) or (ii) the 2026 Secured Notes ABL Facility (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesABL Facility) unless such Indebtedness is also subordinated in right of payment to the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations).

Layering. The ParentNone of the Company, the Company and any Restricted Issuers or the Subsidiary will notGuarantors will, directly or indirectly, incur: (a1) any Secured Indebtedness that is secured by a Lien (other than Capital LeasesLease Obligations) if such Secured Indebtedness is or purports to be by its terms (or by the terms of any agreement governing such Secured Indebtedness) (i) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the ABL Obligations (or and/or any Pari Passu ABL Lien Indebtedness that is secured on a pari passu basis with the Obligations) and senior in priority to the Liens securing Notes and the 2026 Secured Note Guarantees and/or any Pari Passu Notes (or any Lien Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) or (ii) secured by Liens that, with respect to any Notes Priority Collateral, are junior in priority to any Liens securing the 2026 Secured Notes (or and the Note Guarantee and/or any Pari Passu Notes Lien Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) and senior in priority to ABL Obligations and/or any Pari Passu ABL Lien securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations)Indebtedness; or (b2) any Indebtedness in an aggregate principal amount in excess of $25,000,000 25.0 million that is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to (i) the ABL Obligations (or and/or any Pari Passu ABL Lien Indebtedness that is secured on a pari passu basis with the Obligations) unless such Indebtedness is also subordinated in right of payment to the obligations under the 2026 Secured Notes (or and the Note Guarantees and/or any Pari Passu Notes Lien Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) or (ii) the 2026 Secured Notes (or and the Note Guarantees and/or any Pari Passu Notes Lien Indebtedness that is secured on a pari passu basis with the 2026 Secured Notes) unless such Indebtedness is also subordinated in right of payment to the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Obligations)Pari Passu ABL Lien Indebtedness.

Layering. The ParentNone of the Company, the Company and any Restricted Issuers or the Subsidiary will notGuarantors will, directly or indirectly, incur: (a1) any Secured Indebtedness that is secured by a Lien (other than Capital LeasesLease Obligations) if such Secured Indebtedness is or purports to be by its terms (or by the terms of any agreement governing such Secured Indebtedness) (i) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Obligations) Pari Passu ABL Obligations and senior in priority to the Liens securing the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations or (ii) secured by Liens that, with respect to any Notes Notes-TLB Priority Collateral, are junior in priority to any Liens securing the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations and senior in priority to Lien securing the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu ABL Obligations); or (b2) any Indebtedness in an aggregate principal amount in excess of $25,000,000 25.0 million that is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to (i) the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Obligations) Pari Passu ABL Obligations unless such Indebtedness is also subordinated in right of payment to the obligations under the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations or (ii) the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations unless such Indebtedness is also subordinated in right of payment to the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu ABL Obligations).

Layering. The Parent, the Company and any Restricted Subsidiary will not, directly or indirectly, incur: (a) any Indebtedness that is secured by a Lien (other than Capital Leases) if such Indebtedness is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) (i) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations) and senior in priority to the Liens securing the 2026 Secured Notes Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesFixed Debt) or (ii) secured by Liens that, with respect to any Notes Fixed Debt Priority Collateral, are junior in priority to any Liens securing the 2026 Secured Notes Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesFixed Debt) and senior in priority to Lien securing the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations); or (b) any Indebtedness in an aggregate principal amount in excess of $25,000,000 that is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to (i) the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations) unless such Indebtedness is also subordinated in right of payment to the obligations under the 2026 Secured Notes Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesFixed Debt) or (ii) the 2026 Secured Notes Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the 2026 Secured NotesFixed Debt) unless such Indebtedness is also subordinated in right of payment to the Obligations (or any Indebtedness that is secured on a pari passu basis with the Obligations).

Layering. The ParentNone of the Company, the Company and any Restricted Issuers or the Subsidiary will notGuarantors will, directly or indirectly, incur: (a1) any Secured Indebtedness that is secured by a Lien (other than Capital LeasesLease Obligations) if such Secured Indebtedness is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) Secured (i) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Obligations) Pari Passu ABL Obligations and senior in priority to the Liens securing the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations or (ii) secured by Liens that, with respect to any Notes Notes-TLB Priority Collateral, are junior in priority to any Liens securing the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations and senior in priority to Lien securing the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu ABL Obligations); or (b2) any Indebtedness in an aggregate principal amount in excess of $25,000,000 25.0 million that is subordinate in right of payment (including via any “first-out” collateral proceeds waterfall or similar structure) to (i) the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Obligations) Pari Passu ABL Obligations unless such Indebtedness is also subordinated in right of payment to the obligations under the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations or (ii) the 2026 Secured Notes (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the 2026 Secured Pari Passu Notes) -TLB Obligations unless such Indebtedness is also subordinated in right of payment to the ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu ABL Obligations).