Common use of Layering Clause in Contracts

Layering. None of the Parent, the Borrower nor any of its Restricted Subsidiaries will, directly or indirectly, incur: (a) any Indebtedness that is secured by a Lien (other than 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 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 Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL Facility) or (ii) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL 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 ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL Facility) or (ii) the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL 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. None of the The Parent, the Borrower nor Company and any of its Restricted Subsidiaries willSubsidiary will not, directly or indirectly, incur: (a) any Indebtedness that is secured by a Lien (other than Financing 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 Fixed Debt 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 Indebtedness under the ABL Facility 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the ABL Facility2026 Secured Notes) or (ii) secured by Liens that, with respect to any ABL Notes Priority Collateral, are junior in priority to any Liens securing the Indebtedness under the ABL Facility 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the ABL Facility2026 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 ABL Facility 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the ABL Facility2026 Secured Notes) or (ii) the ABL Facility 2026 Secured Notes (or any Indebtedness that is secured on a pari passu basis with the ABL Facility2026 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. None of the ParentCompany, the Borrower nor any of its Restricted Subsidiaries Issuers or the Subsidiary Guarantors will, directly or indirectly, incur: (a1) any Secured Indebtedness that is secured by a Lien (other than Financing LeasesCapital Lease 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 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 Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL Facility) or (ii) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the Indebtedness under the ABL Facility (or Obligations and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu ABL Facility) Obligations and senior in priority to Lien the Notes-TLB Obligations and/or any Pari Passu Notes-TLB Obligations or (ii) secured by Liens that, with respect to any Notes-TLB Priority Collateral, are junior in priority to any Liens securing the Notes-TLB Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu Notes-TLB Obligations and senior in priority to ABL Obligations and/or any 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 ABL Facility (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the ABL Facility) Pari Passu Notes-TLB Obligations or (ii) the ABL Facility (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the ABL Facility) 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. None of the The Parent, the Borrower nor Company and any of its Restricted Subsidiaries willSubsidiary will not, directly or indirectly, incur: (a) any Indebtedness that is secured by a Lien (other than Financing 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 Fixed Debt 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 Indebtedness under the ABL Facility Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the ABL FacilityFixed Debt) or (ii) secured by Liens that, with respect to any ABL Fixed Debt Priority Collateral, are junior in priority to any Liens securing the Indebtedness under the ABL Facility Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the ABL FacilityFixed 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 ABL Facility Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the ABL FacilityFixed Debt) or (ii) the ABL Facility Fixed Debt (or any Indebtedness that is secured on a pari passu basis with the ABL FacilityFixed 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. None of the ParentCompany, the Borrower nor any of its Restricted Subsidiaries Issuers or the Subsidiary Guarantors will, directly or indirectly, incur: (a1) any Secured Indebtedness that is secured by a Lien (other than Financing LeasesCapital Lease 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 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 Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL Facility) or (ii) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the ABL Obligations and/or any Pari Passu ABL Lien Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL Facility) and senior in priority to the Notes and the Note Guarantees and/or any Pari Passu Notes Lien Indebtedness or (ii) secured by Liens that, with respect to any Notes Priority Collateral, are junior in priority to any Liens securing the Notes and the Note Guarantee and/or any Pari Passu Notes Lien Indebtedness and senior in priority to ABL Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Obligations)Pari Passu ABL Lien 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 ABL Facility (or Notes and the Note Guarantees and/or any Pari Passu Notes Lien Indebtedness that is secured on a pari passu basis with the ABL Facility) or (ii) the ABL Facility (or Notes and the Note Guarantees and/or any Pari Passu Notes Lien Indebtedness that is secured on a pari passu basis with the ABL Facility) 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. None of the ParentCompany, the Borrower nor any of its Restricted Subsidiaries Issuers or the Subsidiary Guarantors will, directly or indirectly, incur: (a1) any Secured Indebtedness that is secured by a Lien (other than Financing LeasesCapital Lease 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 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 Indebtedness under the ABL Facility (or any Indebtedness that is secured on a pari passu basis with the ABL Facility) or (ii) secured by Liens that, with respect to any ABL Priority Collateral, are junior in priority to any Liens securing the Indebtedness under the ABL Facility (or Obligations and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu ABL Facility) Obligations and senior in priority to Lien the Notes-TLB Obligations and/or any Pari Passu Notes-TLB Obligations or (ii) secured by Liens that, with respect to any Notes-TLB Priority Collateral, are junior in priority to any Liens securing the Notes-TLB Obligations (or and/or any Indebtedness that is secured on a pari passu basis with the Pari Passu Notes-TLB Obligations and senior in priority to ABL Obligations and/or any 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 ABL Facility (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the ABL Facility) Pari Passu Notes-TLB Obligations or (ii) the ABL Facility (or Notes-TLB Obligations and/or any Indebtedness that is secured on a pari passu basis with the ABL Facility) 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).