Common use of Amendments to Second Priority Collateral Documents Clause in Contracts

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent for the benefit of the [Secured Parties]] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement [Collateral Agreement] dated as of August 26July 12, 2011 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)from [the Borrower and the other “Pledgors” referred to therein], in favor of Xxxxxx Xxxxxxx Senior Funding, Inc., a Cayman Islands exempted companyas collateral agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to [Other First-Priority Lien Obligations Agent] pursuant to [Other First-Priority Lien Obligations Security Document (as amended, SMART Modular Technologies (Globalsupplemented or otherwise modified from time to time), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent]], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]July 12, 20[ ] 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Xxxxxx Xxxxxxx Senior Funding, Inc. in its capacity as First Lien Agent and Xxxxx Fargo Bank, N.A.National Association, as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoTrustee. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Credit Suisse AG, Cayman Islands Branch (f/k/a Credit Suisse, Cayman Islands Branch), as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Guarantee and Collateral Agreement dated as of August 26May 29, 2011 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies from the Company and the other “Pledgors” referred to therein, in favor of Credit Suisse, AG Cayman Islands Branch (Global Memory Holdingsf/k/a Credit Suisse, Cayman Islands Branch), Inc.as collateral agent for the benefit of the secured parties referred to therein, a Cayman Islands exempted company[and to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document] (as amended, SMART Modular Technologies (Globalsupplemented or otherwise modified from time to time), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]March 4, 20[ ] 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, Cayman Islands Branch, in its capacity as Credit Agreement Agent, The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agentTrustee, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. the Company and its the subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (ia) the liens and security interests granted to the [Insert Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to (i) JPMorgan Chase Bank, N.A., as global administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement Agreement, dated as of August 26December 22, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies the Company, the banks, financial institutions and other lending institutions from time to time parties as lenders thereto and JPMorgan Chase Bank, N.A., as global administrative agent, and (Global Memory Holdingsii) JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement, dated as of December 22, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among the Company, Quicksilver Resources, Canada, Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationas borrower, the banks, financial institutions and other lending institutions from time to time parties as lenders party theretothereto and JPMorgan Chase Bank, the other parties theretoN.A., as global administrative agent, and JPMorgan Chase Bank, N.A., Toronto Branch, as administrative agent, and (iib) the exercise of any right or remedy by the [Insert Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]June 21, 20[ ] 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentSenior Representative, SMART Modular Technologies (Global Memory Holdings)Credit Suisse AG, Inc.Cayman Islands Branch, SMART Modular Technologies (Global)as Initial Second Priority Representative and as Administrative Agent, Inc.The Bank of New York Mellon Trust Company N.A., SMART Modular Technologiesas Trustee, Inc. the Company and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each security agreement included in the Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.(A) BARCLAYS BANK PLC, as administrative collateral agent, pursuant to or in connection with the Credit Agreement dated as of August 26[__], 2011 2019 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies CONNECT MIDCO LIMITED (Global Memory Holdingsf/k/a Triton Midco (Guernsey) Limited), Inc.a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66186, CONNECT BIDCO LIMITED (f/k/a Triton Bidco (Guernsey) Limited), a Cayman Islands exempted companynon-cellular company limited by shares incorporated under the laws of Guernsey with company number 66187, SMART Modular Technologies CONNECT XXXXX SARL (Globalf/k/a Triton Xxxxx SARL), Inc.a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, having its registered office at 0-0, Xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Companies Register under number B233109, CONNECT U.S. XXXXX LLC, a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies, Inc., a California corporation, the lenders and issuing banks from time to time party thereto, BARCLAYS BANK PLC, as administrative agent and collateral agent, and (B) WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent, in connection with the Senior Indenture, dated as of October 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time), among CONNECT XXXXX SARL (f/k/a Triton Xxxxx SARL), a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, having its registered office at 0-0, Xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Companies Register under number B233109, CONNECT U.S. XXXXX LLC, a Delaware limited liability company, the guarantors identified therein, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and the Senior Indenture Collateral Agent and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ [________], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCONNECT MIDCO LIMITED, N.A.CONNECT BIDCO LIMITED, as collateral agentCONNECT XXXXX SARL, SMART Modular Technologies (Global Memory Holdings)CONNECT U.S. XXXXX LLC, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its respective subsidiaries and affiliated entities party thereto, BARCLAYS BANK PLC, as the Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Indenture Collateral Agent and [________], as the Initial Second Priority Representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”” provided that the First Lien Notes Collateral Agent shall have no obligation to cause such documents to contain such legend or otherwise verify compliance with this Section 5.04(a).

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral First Priority Designated Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Representative] Agent for the benefit of the Secured Parties pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Wilmington Trust, National Association as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Collateral Agreement (First Lien) dated as of August 26October 6, 2011 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, from the lenders party thereto, Company and the other parties thereto“Pledgors” referred to therein, and JPMorgan Chase Bankin favor of Wilmington Trust, N.A.National Association, as administrative agentcollateral agent for the benefit of the secured parties referred to therein and other Senior Collateral Documents (as defined in the Second Lien Intercreditor Agreement (defined below)) and to the liens and security interests granted to Other First Priority Lien Obligations Agent pursuant to Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time), and (ii) the exercise of any right or remedy by the [applicable Second Priority Representative] Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ]October 6, 20[ ] 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among JPMorgan Chase Wilmington Trust, National Association in its capacity as First Lien Agent, UMB Bank, N.A.National Association, as collateral agentInitial Other First Priority Lien Obligations Agent and UMB Bank, SMART Modular Technologies (Global Memory Holdings)National Association, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoas Trustee. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that the Grantors may cause (and the Grantors agree to cause) each security agreement included in the Second Priority Collateral Document under its Second Priority Debt Facility shall to include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Jefferies Finance LLC, as administrative collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of August 26December 13, 2011 2019 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)Xxxxxx Health Topco, Inc., a Cayman Islands exempted companyDelaware corporation, SMART Modular Technologies (Global)Xxxxxx Health Holdings, Inc.LLC, a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies, Inc., a California corporation, the lenders and issuing banks from time to time party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A.Jefferies Finance LLC, as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative hereunder is subject to the limitations and provisions of the First/Second Lien Intercreditor Agreement dated as of [ ]December 13, 20[ ] 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent, SMART Modular Technologies (Global Memory Holdings)Xxxxxx Health Topco, Inc., SMART Modular Technologies (Global)Xxxxxx Health Holdings, Inc.LLC, SMART Modular Technologies, Inc. and its respective subsidiaries and affiliated entities party thereto, Jefferies Finance LLC, as the First Lien Collateral Agent and Wilmington Trust, National Association, as the Initial Second Priority Representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCitibank, N.A., as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement Agreement, dated as of August 26July 13, 2011 (2011, as amended on March 23, 2012 and as further amended on December 20, 2012, among Holdings, the Parent Borrower, the other Borrowers party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), and the liens and security interests granted to Wilmington Trust, National Association, as collateral agent, pursuant to or in connection with the Indenture, dated as of December 20, 2012, among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationthe Parent Borrower, the lenders party thereto, the other parties theretoGuarantors identified therein, and JPMorgan Chase BankWilmington Trust, N.A.National Association, as administrative trustee and collateral agent, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCitibank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any new Second Priority Debt Document and (ii) any amendments, supplements or other modifications to the Initial Second Priority Credit Agreement or any Second Priority Collateral Documents and (ii) Document related thereto or the principal agreement governing any new class of Second Priority Debt or any Second Priority Collateral Documents Document related thereto, in each case promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [identify applicable Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 2620, 2011 2013 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies TriNet HR Corporation, a California corporation (Global Memory Holdingsthe “Borrower”), TriNet Group, Inc., a Cayman Islands exempted company, SMART Modular Technologies Delaware corporation (Global“Holdings”), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [identify applicable Second Priority Representative] hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ]August 20, 20[ ] 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among the Borrower, Holdings, JPMorgan Chase Bank, N.A., as collateral agentagent for the Senior Secured Parties and as Representative for the Credit Agreement Secured Parties, SMART Modular Technologies (Global Memory Holdings)Wilmington Trust, Inc.National Association, SMART Modular Technologies (Global)as Representative for the Initial Second Priority Debt Parties, Inc., SMART Modular Technologies, Inc. and its subsidiaries each additional Second Priority Representative and affiliated entities Senior Representative that from time to time becomes a party theretothereto pursuant to Section 8.09 thereof. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof or hereafter shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent for the benefit of the [Secured Parties]] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.HSBC Bank Canada, as administrative agentagent (and its permitted successors), for the benefit of the secured parties, pursuant to or in connection with the Credit Agreement dated as of August 26, 2011 certain security agreements and other collateral security documents (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, from Eldorado Gold Corporation and the other parties thereto“Grantors” referred to therein, and JPMorgan Chase Bank, N.A.in favor of HSBC Bank Canada, as administrative agentagent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [the Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankHSBC Bank Canada, N.A.in its capacity as First Lien Agent, and [ ], as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. Trustee and its subsidiaries and affiliated entities party theretoSecond Priority Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Second Amended and Restated Credit Agreement dated as of August 26November 8, 2011 2013 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc.VIRTU FINANCIAL LLC, a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies (Global), Inc.VFH Parent LLC, a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies, Inc., a California corporation, the lenders from time to time party theretothereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of the First-Priority Obligations has not occurred, without the prior written consent of the Senior First-Priority Collateral Agent and the Majority Senior PartiesRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any other First-Priority Document. The Parent Borrower agrees Unless otherwise agreed to deliver to by the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second First-Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereofAgent, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Grantor agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility shall include language substantially the same as the following language paragraph (or language to similar effect reasonably approved by the Senior First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties to (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.a) Barclays Bank PLC, as administrative agent, collateral agent (and its permitted successors) pursuant to or in connection with the Credit First Lien Guaranty and Collateral Agreement dated as of August 26February 7, 2011 2014 (as amended, restated, supplemented or otherwise modified from time to time), by and among SMART Modular Technologies (Global Memory Holdings)SFX Entertainment, Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, certain of its affiliates and JPMorgan Chase Bank, N.A.Barclays Bank PLC, as administrative agent, collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [Second insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ]February 7, 20[ ] 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankBarclays Bank PLC, N.A.in its capacity as the Credit Agreement Agent and First-Priority Collateral Agent, U.S. Bank National Association, in its capacity as collateral agentthe Notes Collateral Agent and Second-Priority Collateral Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologiesand SFX Entertainment, Inc. and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26June [ ], 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc.Quintiles Transnational Corp., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California North Carolina corporation, the lenders from time to time party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior First-Priority Collateral Agent Agents and the Majority Senior PartiesRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees Unless otherwise agreed to deliver to by the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second First-Priority Collateral Documents and (ii) any new Second Agents, each Second-Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Representative agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility shall include language substantially the same as the following language paragraph (or language to similar effect reasonably approved by the Senior First-Priority Collateral AgentAgents, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties to (a) Credit Suisse AG, Cayman Islands Branch as defined in the Intercreditor Agreement referred to below), including liens collateral agent (and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, its permitted successors) pursuant to or in connection with the Credit Collateral Agreement dated as of August 26February 2, 2011 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among SMART Modular Technologies (Global Memory Holdings)Presidio, Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global)Presidio Networked Solutions, Inc., a and Presidio Holdings Inc., certain of its subsidiaries and Credit Suisse AG, Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.Branch, as administrative agent, collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [Second insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, in its capacity as collateral agentthe Credit Agreement Agent, SMART Modular Technologies (Global Memory Holdings)Credit Suisse AG, Cayman Islands Branch, in its capacity as the Credit Agreement Collateral Agent, [ ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, Presidio, Inc., SMART Modular Technologies (Global)Presidio Networked Solutions, Inc., SMART Modular Technologiesand Presidio Holdings Inc., Inc. and certain of its subsidiaries and affiliated entities party theretonamed therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Barclays Bank PLC, as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26[ ], 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)Serena Software, Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders from time to time party theretothereto and Barclays Bank PLC, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Barclays Bank PLC, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26March [20], 2011 2012 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)METAL SERVICES HOLDCO, Inc.LLC, a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationTUBE CITY IMS CORPORATION, the lenders from time to time party theretothereto and JPMCB, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each security agreement included in the Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative agent, pursuant to or in connection with the Second Amended and Restated Credit Agreement dated as of August 26November 9, 2011 2012 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc.WP Expedition Holdings L.P., a Cayman Islands exempted companyDelaware limited partnership, SMART Modular Technologies (Global), Inc.EIG Investors Corp., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California Delaware corporation, the lenders from time to time party theretothereto and Credit Suisse AG, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]November 9, 20[ ] 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral administrative agent, SMART Modular Technologies (Global Memory Holdings)WP Expedition Holdings L.P., Inc.a Delaware limited partnership, SMART Modular Technologies (Global)EIG Investors Corp., Inc.a Delaware corporation, SMART Modular Technologies, Inc. and its respective subsidiaries and affiliated entities party theretothereto and Credit Suisse AG, as the initial second priority representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26March [9], 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time), among SMART Modular Technologies Nexeo Solutions, LLC, a Delaware limited liability company (Global Memory Holdingsthe “Borrower”), Inc.Nexeo Solutions Holdings, LLC, a Cayman Islands exempted company, SMART Modular Technologies Delaware limited liability company (Global“Holdings”), Inc.Nexeo Solutions Sub Holding Corp., a Cayman Islands exempted companyDelaware corporation (“Sub Holdco”), SMART Modular Technologies, Inc., a California corporation, the lenders Lenders from time to time party thereto, the other parties thereto, and JPMorgan Chase BankBank of America, N.A., as administrative agentAdministrative Agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among JPMorgan Chase BankBank of America, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesRequired Lenders with respect to each Series of First-Priority Obligations, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees Unless otherwise agreed to deliver to by the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Designated First-Priority Representative, for itself and on behalf of each Second Second-Priority Debt Party under its Second Priority Debt Facility, Representative agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility shall include language substantially the same as the following language paragraph (or language to similar effect reasonably approved by the Senior Collateral AgentDesignated First-Priority Representative, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor to (a) Bank of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankAmerica, N.A., as administrative agent, collateral agent (and its permitted successors) pursuant to or in connection with the Credit Security Agreement dated as of August 26April 24, 2011 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among SMART Modular Technologies (Global Memory Holdings)Communications Sales & Leasing, Inc., a Cayman Islands exempted companyCSL Capital, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party theretoLLC, the other parties thereto, grantors party thereto and JPMorgan Chase BankBank of America, N.A., as administrative collateral agent, (b) Xxxxx Fargo Bank, National Association, as collateral agent (and its permitted successors) pursuant to the Security Agreement dated as of April 24, 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among Communications Sales & Leasing, Inc., CSL Capital, LLC, the other grantors party thereto and Xxxxx Fargo Bank, National Association, as collateral agent and (c) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [Second insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ]April 24, 20[ ] 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankBank of America, N.A., in its capacity as collateral agentCredit Facility Agent and First-Priority Representative, SMART Modular Technologies (Global Memory Holdings)[ ] in its capacity as the Initial Second-Priority Representative, Communications Sales & Leasing, Inc., SMART Modular Technologies (Global)CSL Capital, Inc., SMART Modular Technologies, Inc. LLC and its subsidiaries and affiliated entities party the other parties thereto. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without 5.3.1. Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Debt Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement without the consent of each Senior Representative. The Parent Borrower agrees Borrowers agree to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Debt Documents and (ii) any new Second Priority Collateral Documents Debt Documents, in each case promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank(a) MXXXXX SXXXXXX SENIOR FUNDING, N.A.INC., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26January 31, 2011 (2014 among the Borrowers, the lenders from time to time party thereto, MXXXXX SXXXXXX SENIOR FUNDING, INC., as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (b) [•], as trustee and collateral agent, pursuant to or in connection with the Indenture, dated as of [•], 20[•] among the Borrowers, as issuers, [•], as trustee and collateral agent and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ [•], 20[ 201[•] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankMXXXXX SXXXXXX SENIOR FUNDING, N.A.INC., as collateral agent, SMART Modular Technologies Administrative Agent (Global Memory Holdingsas defined therein), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [•] and its subsidiaries and affiliated entities the Grantors party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesAgent, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to of a substantially similar effect reasonably approved by the Senior Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Representative] Agent for the benefit of the Second Priority Secured Parties pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to U.S. Bank National Association as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Senior Collateral Documents dated as of August 26December 19, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)by the Company, Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.in favor of U.S. Bank National Association, as administrative agentcollateral agent for the benefit of the secured parties referred to therein, and (ii) the exercise of any right or remedy by the [applicable Second Priority Representative] Agent hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]September 19, 20[ ] 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as collateral agent, SMART Modular Technologies (Global Memory Holdings), GMX Resources Inc., SMART Modular Technologies (Global)the Guarantors from time to time party thereto, Inc.U.S Bank National Association in its capacity as Collateral Agent, SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities the Second Priority Agents from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent U.S. Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility (other than any account control or similar agreement with third parties) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative collateral agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of August 26March 28, 2011 2013 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)CBRE Services, Inc., a Cayman Islands exempted companyDelaware corporation (the “U.S. Borrower”), SMART Modular Technologies CBRE Limited, a limited company organized under the laws of England and Wales (Globalthe “U.K. Borrower”), CBRE Limited, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CBRE Pty Limited, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CBRE Limited, a company organized under the laws of New Zealand (the “New Zealand Borrower”), CBRE Group, Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationDelaware corporation (“Holdings”), the lenders party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative agent and as collateral agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agentthe Senior Collateral Agent, SMART Modular Technologies (Global Memory Holdings)the U.S. Borrower, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. Holdings and its the subsidiaries and affiliated entities of Holdings party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior First-Priority Collateral Agent and the Majority Senior PartiesRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees Unless otherwise agreed to deliver to by the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second First-Priority Collateral Documents and (ii) any new Second Agent, each Second-Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Representative agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility shall include language substantially the same as the following language paragraph (or language to similar effect reasonably approved by the Senior First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties to (a) Credit Suisse AG, Cayman Islands Branch as defined in the Intercreditor Agreement referred to below), including liens collateral agent (and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, its permitted successors) pursuant to or in connection with the Credit Collateral Agreement dated as of August 26May 4, 2011 2016 (as amended, restated, supplemented or otherwise modified from time to time), by and among SMART Modular Technologies (XxXxxx-Xxxx Global Memory Education Intermediate Holdings), Inc.LLC, a XxXxxx-Xxxx Global Education Holdings, LLC, certain of their affiliates and Credit Suisse AG, Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.Branch, as administrative agent, collateral agent or (b) any agent or trustee for any Other First- Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [Second insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, in its capacity as collateral agentthe Credit Agreement Agent and First- Priority Collateral Agent, SMART Modular Technologies ([ ] in its capacity as the Initial Second- Priority Collateral Agent and Second-Priority Collateral Agent, XxXxxx- Xxxx Global Memory Education Intermediate Holdings), Inc.LLC, SMART Modular Technologies (Global)XxXxxx-Xxxx Global Education Holdings, Inc.LLC and the subsidiaries of XxXxxx-Xxxx Global Education Holdings, SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoLLC named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of Grantors shall cause each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall executed as of the date hereof or hereafter to include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent for the benefit of the [Secured Parties]] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties to (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to x) JPMorgan Chase Bank, N.A.N.A. as collateral agent (and its permitted successors), as administrative agentfor the benefit of the secured parties referred to below, pursuant to or in connection with the Credit First Lien Security Agreement dated as of August 26December 1, 2011 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, from [the lenders party thereto, Company and the other parties thereto“Grantors” referred to therein], and in favor of JPMorgan Chase Bank, N.A., as administrative agentcollateral agent for the benefit of the secured parties referred to therein, (y) Wilmington Trust, National Association as collateral agent (and its permitted successors), for the benefit of the secured parties referred to below, pursuant to the First Lien Security Agreement dated as of April 30, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Grantors” referred to therein], in favor of Wilmington Trust, National Association, as collateral agent for the benefit of the secured parties referred to therein [and (z) to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]August 5, 20[ ] 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A.N.A. in its capacity as Credit Agreement Collateral Agent, Wilmington Trust, National Association as First Priority Notes Collateral Agent, and Wilmington Trust, National Association, as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. Trustee and its subsidiaries and affiliated entities party theretoSecond Priority Collateral Agent. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent First Lien Agents and the Majority Senior PartiesRequired Lenders, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Bank of America, N.A. and Credit Suisse, Cayman Islands Branch, as collateral agents (and their respective permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement lenders referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Guarantee and Collateral Agreement dated as of August 26April 3, 2011 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)from the Company and the other “Pledgors” referred to therein, Inc.in favor of Bank of America, a N.A. and Credit Suisse, Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.Branch, as administrative agentcollateral agents and to the liens and security interests granted to Bank of America, N.A. as the Bridge Loan Collateral Agent pursuant to the Bridge Loan Guarantee and Collateral Agreement dated as of February 5, 2008 (as amended, supplemented or otherwise modified from time to time) [and] to the liens and security interests granted to [Other First Priority Lien Obligations Collateral Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Second Amended and Restated Intercreditor Agreement dated as of [ ]February 5, 20[ ] 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Credit Suisse, Cayman Islands Branch and Bank of America, N.A. in their capacities as First Lien Agents, Wxxxx Fargo Bank, N.A., as collateral agentHoldings, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. the Company and its the subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative agent, pursuant to or in connection with the Third Amended and Restated Credit Agreement dated as of August 26November 25, 2011 2013 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)Endurance International Holdings Group, Inc., a Cayman Islands exempted companyDelaware corporation, SMART Modular Technologies (Global), Inc.EIG Investors Corp., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California Delaware corporation, the lenders from time to time party theretothereto and Credit Suisse AG, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party theretothereto and [ ], as the Initial Second Priority Representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Initial Second Priority Representative] Representative (as defined in the Second Lien Intercreditor Agreement referred to below) pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26October 21, 2011 2016 (as amended, restated, amended and restated, extended, renewed, replaced, refinanced, supplemented or otherwise modified in writing from time to time), among SMART Modular Technologies Xx-Xxx Stores, LLC, an Ohio limited liability company (Global Memory Holdingsthe “Borrower”), Inc.Needle Holdings LLC, a Cayman Islands exempted company, SMART Modular Technologies Delaware limited liability company (Global“Holdings”), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders Lenders from time to time party thereto, the other parties thereto, and JPMorgan Chase BankBank of America, N.A., as administrative agentAdministrative Agent, and (ii) the exercise of any right or remedy by the [Initial Second Priority Representative] Representative hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ]May 21, 20[ ] 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among JPMorgan Chase BankBank of America, N.A., as collateral agentSenior Representative, SMART Modular Technologies (Global Memory Holdings)Bank of America, Inc.N.A., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. as Initial Second Priority Representative and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of extent not prohibited by any Senior Debt Document or to the Senior Collateral Agent and the Majority Senior Partiesextent that it would be inconsistent with this Agreement, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26February [·], 2011 (2011, among the Company, Holdings, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Is lands Branch, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”” In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Debt Party and without any action by any Second Priority Representative, the Company or any other Grantor; provided, however, that written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26November 19, 2011 2009 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc.Springboard Group S.ÀR.L., a Cayman Islands exempted Luxembourg limited liability company, SMART Modular Technologies (Global)Springboard Finance, Inc.L.L.C., a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent, SMART Modular Technologies (Global Memory Holdings)Springboard Group S.ÀR.L., Inc.Springboard Finance, SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. L.L.C. and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26October 21, 2011 2016 (as amended, restated, amended and restated, extended, renewed, replaced, refinanced, supplemented or otherwise modified in writing from time to time), among SMART Modular Technologies Xx-Xxx Stores, LLC, an Ohio limited liability company (Global Memory Holdingsthe “Borrower”), Inc.Needle Holdings LLC, a Cayman Islands exempted company, SMART Modular Technologies Delaware limited liability company (Global“Holdings”), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders Lenders from time to time party thereto, the other parties thereto, and JPMorgan Chase BankBank of America, N.A., as administrative agentAdministrative Agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among JPMorgan Chase BankBank of America, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of August 26September 28, 2011 2007 (as amended as of [ ], 2010 and as further amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationFirst Data Corporation, the lenders from time to time party theretothereto and Credit Suisse, AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent for the benefit of the [Secured Parties]] pursuant to this Agreement agreement are expressly subject junior and subordinate to the liens and security interests granted to General Electric Capital Corporation, as collateral agent (and its permitted successors), in favor each case, for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with (x) the Credit Current Asset Revolving Facility Guarantee and Collateral Agreement dated as of August 26December 18, 2011 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies from [the Company and the other “Pledgors” referred to therein], in favor of General Electric Capital Corporation, as collateral agent, in each case, for the benefit of the secured parties referred to therein and (Global Memory Holdingsy) the Fixed Asset Revolving Facility Guarantee and Collateral Agreement dated as of December 18, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, from [the lenders party thereto, Company and the other parties thereto“Pledgors” referred to therein], and JPMorgan Chase Bank, N.A.in favor of General Electric Capital Corporation, as administrative collateral agent, in each case, for the benefit of the secured parties referred to therein, [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]November 3, 20[ ] 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankGeneral Electric Capital Corporation, in its respective capacities as Intercreditor Agent and The Bank of New York Mellon Trust Company, N.A., as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoTrustee. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankUBS AG, N.A.Stamford Branch, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26September [23], 2011 2013 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)PINNACLE HOLDCO PARENT, Inc.INC., a Cayman Islands exempted companyDelaware corporation, SMART Modular Technologies (Global)PRA HOLDINGS, Inc.INC., a Cayman Islands exempted companyDelaware corporation, SMART Modular Technologiesas successor in interest to PINNACLE MERGER SUB, Inc., a California corporationINC. (the “Borrower”), the lenders from time to time party theretothereto and UBS AG, Stamford Branch, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankUBS AG, N.A.Stamford Branch, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (ai) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCitibank, N.A., as administrative agent, pursuant to or in connection with the Second Amended and Restated Credit Agreement Agreement, dated as of August 26February 6, 2006, among the Company, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and the other parties thereto, as amended and restated on as of November 17, 2006 and as further amended and restated on January [ ], 2011 (and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCitibank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationthe Company, the banks, financial institutions and other lending institutions from time to time parties as lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and a letter of credit issuer, and each other letter of credit issuer from time to time party thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any Senior Debt Document. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Bank USA, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26January 30, 2011 (2013 among Holdings, the Borrower, the lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, as administrative agent and the other parties thereto, as further amended, restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankBright Horizons Capital Corp., N.A.Bright Horizons Family Solutions LLC, the other Grantors (as defined therein) from time to time party thereto, Xxxxxxx Xxxxx Bank USA, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party thereto[ ]. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any Senior Debt Document. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Bank USA, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26January 30, 2011 (2013 among Holdings, the Borrower, the lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, as administrative agent and the other parties thereto, as further amended, restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankBright Horizons Capital Corp., N.A.Bright Horizons Family Solutions LLC, the other Grantors (as defined therein) from time to time party thereto, Xxxxxxx Xxxxx Bank USA, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party thereto[__________________]. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”” In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Borrower or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Debt Party and without any action by any Second Priority Representative, the Borrower or any other Grantor; provided, however, that written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent U.S. Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility (other than any account control or similar agreement with third parties) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative collateral agent, pursuant to or in connection with the Credit Agreement dated as of August 26November [ ], 2011 2010 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)CB Xxxxxxx Xxxxx Services, Inc., a Cayman Islands exempted companyDelaware corporation (the “U.S. Borrower”), SMART Modular Technologies CB Xxxxxxx Xxxxx Limited, a limited company organized under the laws of England and Wales (Globalthe “U.K. Borrower”), CB Xxxxxxx Xxxxx Limited, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CB Xxxxxxx Xxxxx Pty Ltd, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CB Xxxxxxx Xxxxx Limited, a company organized under the laws of New Zealand (the “New Zealand Borrower”), CB Xxxxxxx Xxxxx Group, Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationDelaware corporation (“Holdings”), the lenders party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A., Credit Suisse AG as administrative agent and as collateral agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agentthe Senior Collateral Agent, SMART Modular Technologies (Global Memory Holdings)the U.S. Borrower, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. Holdings and its the subsidiaries and affiliated entities of Holdings party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26December 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationthe Company, the banks, financial institutions and other lending institutions from time to time parties as lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, swingline lender and a letter of credit issuer, and each other letter of credit issuer from time to time party thereto, and (ii) the exercise of any right or remedy by the [Insert Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]September 25, 20[ ] 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentSenior Representative, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent for the benefit of the [Secured Parties]] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Deutsche Bank Trust Company Americas, as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Collateral Agreement, dated as of August 26July 2, 2011 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, from the lenders party thereto, Borrower and the other parties thereto“Pledgors” referred to therein, and JPMorgan Chase Bank, N.A.in favor of Deutsche Bank Trust Company Americas, as administrative agentcollateral agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement Agreement, dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankDeutsche Bank Trust Company Americas, N.A.in its capacity as First Lien Agent, Deutsche Bank AG New York Branch, in its capacity as Credit Agreement Administrative Agent, and [ ], as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party thereto[TRUSTEE]. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26[ ], 2011 (2012 among Holdings, the Parent Borrower, the Co-Borrower, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankBank of America, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent U.S. Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility (other than any account control or similar agreement with third parties) shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative collateral agent, pursuant to or in connection with the Second Amended and Restated Credit Agreement dated as of August 26January 9, 2011 2015 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)CBRE Services, Inc., a Cayman Islands exempted companyDelaware corporation (the “U.S. Borrower”), SMART Modular Technologies CBRE Limited, a limited company organized under the laws of England and Wales (Globalthe “U.K. Borrower”), CBRE Limited, a corporation organized under the laws of the province of New Brunswick (the “Canadian Borrower”), CBRE Pty Limited, a company organized under the laws of Australia and registered in New South Wales (the “Australian Borrower”), CBRE Limited, a company organized under the laws of New Zealand (the “New Zealand Borrower”), CBRE Group, Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationDelaware corporation (“Holdings”), the lenders party thereto, the other parties thereto, issuing banks party thereto and JPMorgan Chase Bank, N.A.Credit Suisse AG, as administrative agent and as collateral agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agentthe Senior Collateral Agent, SMART Modular Technologies (Global Memory Holdings)the U.S. Borrower, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. Holdings and its the subsidiaries and affiliated entities of Holdings party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral First Priority Designated Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Representative] Agent for the benefit of the Second Priority Secured Parties pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Credit Suisse AG, Cayman Islands Branch as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Collateral Agreement (First Lien) dated and effective as of August 26May 20, 2011 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)from the Borrower and the other “Pledgors” referred to therein, Inc.in favor of Credit Suisse AG, a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.Branch, as administrative agentcollateral agent for the benefit of the secured parties referred to therein and other Senior Collateral Documents (as defined in the Second Lien Intercreditor Agreement (defined below)) and to the liens and security interests granted to Other First Priority Lien Obligations Agent pursuant to Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time), and (ii) the exercise of any right or remedy by the [applicable Second Priority Representative] Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ]May 20, 20[ ] 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, in its capacity as First Lien Agent (as defined therein), U.S. Bank National Association, as collateral agent, SMART Modular Technologies Trustee (Global Memory Holdingsas defined therein), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities the other parties party thereto. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral First Lien Agent and the Majority Senior PartiesRequired Lenders, no Second Priority Collateral NY\1176130.13||| 038263-0065|| Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Senior Collateral First Lien Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Credit Suisse, Cayman Islands Branch, as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement lenders referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Guarantee and Collateral Agreement dated as of August 26September 20, 2011 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)from the Company and the other “Pledgors” referred to therein, Inc.in favor of Credit Suisse, a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.Branch, as administrative collateral agent, and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]September 20, 20[ ] 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse, N.A.Cayman Islands Branch, as collateral agentFirst Lien Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. the Company and its the subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral First Priority Designated Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Representative] Agent for the benefit of the Secured Parties pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Citicorp North America, Inc. as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Collateral Agreement (First Lien) dated as of August 26October 11, 2011 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings)from the Company and the other “Pledgors” referred to therein, in favor of Citicorp North America, Inc., a Cayman Islands exempted companyas collateral agent for the benefit of the secured parties referred to therein and other Senior Collateral Documents (as defined in the Second Lien Intercreditor Agreement (defined below)) and to the liens and security interests granted to Other First Priority Lien Obligations Agent pursuant to Other First Priority Lien Obligations Security Document (as amended, SMART Modular Technologies (Globalsupplemented or otherwise modified from time to time), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [applicable Second Priority Representative] Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ]October 11, 20[ ] 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCiticorp North America, N.A.Inc. in its capacity as First Lien Agent, U.S. Bank National Association, as collateral agentInitial Other First Priority Lien Obligations Agent and U.S. Bank National Association, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoas Trustee. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior First-Priority Collateral Agent and the Majority Senior PartiesRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees Unless otherwise agreed to deliver to by the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second First-Priority Collateral Documents and (ii) any new Second Agent, each Second-Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Representative agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility shall include language substantially the same as the following language paragraph (or language to similar effect reasonably approved by the Senior First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties to (a) Credit Suisse AG, Cayman Islands Branch as defined in the Intercreditor Agreement referred to below), including liens collateral agent (and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, its permitted successors) pursuant to or in connection with the Credit Collateral Agreement dated as of August 26March 22, 2011 2013 (as amended, restated, supplemented or otherwise modified from time to time), by and among SMART Modular Technologies (XxXxxx-Xxxx Global Memory Education Intermediate Holdings), Inc.LLC, a XxXxxx-Xxxx Global Education Holdings, LLC, certain of their affiliates and Credit Suisse AG, Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A.Branch, as administrative agent, collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [Second insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankCredit Suisse AG, N.A.Cayman Islands Branch, in its capacity as collateral agentthe Credit Agreement Agent and First-Priority Collateral Agent, SMART Modular Technologies ([ ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, XxXxxx-Xxxx Global Memory Education Intermediate Holdings), Inc.LLC, SMART Modular Technologies (Global)XxXxxx-Xxxx Global Education Holdings, Inc.LLC and the subsidiaries of XxXxxx-Xxxx Global Education Holdings, SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoLLC named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Debt Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Bank USA, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26May 8, 2011 (2014, among the Borrower, the lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, as administrative agent, and the other parties thereto, as further amended, restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the (x) Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Xxxxxxx Xxxxx Bank USA, as collateral agentAdministrative Agent, SMART Modular Technologies the Borrower, the other Grantors (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. as defined therein) party thereto from time to time and its subsidiaries and affiliated entities party thereto[ ]. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without 5.3.1. Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Debt Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement without the consent of each Senior Representative. The Parent Borrower agrees Borrowers agree to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Debt Documents and (ii) any new Second Priority Collateral Documents Debt Documents, in each case promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank(a) Citibank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26January 31, 2011 (2014 among the Borrowers, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (b) [—], as trustee and collateral agent, pursuant to or in connection with the Indenture, dated as of [—], 20[—] among the Borrowers, as issuers, [—], as trustee and collateral agent and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ [—], 20[ 201[—] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCitibank, N.A., as collateral agent, SMART Modular Technologies Administrative Agent (Global Memory Holdingsas defined therein), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [—] and its subsidiaries and affiliated entities the Grantors party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, (i) would result in the final maturity date of the Second-Priority Obligations thereunder being earlier than the final maturity date of any Priority-Lien Obligations or the Weighted Average Life to Maturity (as defined in any First-Priority Document or similar term thereunder) with respect to such Second-Priority Obligations being shorter than such weighted average life to maturity with respect to any Priority-Lien Obligations or (ii) would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees Unless otherwise agreed to deliver to by the Senior First-Priority Collateral Agent copies (at the direction of (i) any amendmentsthe Required Lenders), supplements or other modifications to the Second each Second-Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Representative agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility shall include language substantially the same as the following language paragraph (or language to similar effect reasonably approved by the Senior First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of to (a) Wilmington Trust, National Association, as collateral agent (and its permitted successors), pursuant to the Senior [DESCRIBE APPLICABLE SECURITY AGREEMENT] or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, ) and (ii) the exercise of any right or remedy by the [Second insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral (as defined in the First Lien/Second Lien Intercreditor Agreement) is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ], 20[ [__] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among JPMorgan Chase BankWilmington Trust, N.A.National Association, in its capacity as collateral agentthe First Lien Credit Agreement Agent, SMART Modular Technologies (Global Memory Holdings)Wilmington Trust, Inc.National Association, SMART Modular Technologies (Global)in its capacity as the First-Priority Collateral Agent, Inc.and [______], SMART Modular Technologies, Inc. in its capacity as the Initial Second-Priority Collateral Agent and its subsidiaries and affiliated entities party theretoSecond-Priority Collateral Agent. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26May 12, 2011 2015 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc.Quintiles Transnational Corp., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California North Carolina corporation, the lenders from time to time party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”” In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Debt Party and without any action by any Second Priority Representative, the Company or any other Grantor; provided, however, that written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative within ten (10) Business Days after the effectiveness of such amendment, waiver or consent.

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement dated as of August March 26, 2011 2010 and as further amended and restated on February 24, 2014 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporationARAMARK Corporation, the lenders from time to time party theretothereto and JPMCB, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees Borrowers agree to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Barclays Bank PLC, as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26[ ], 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies GO DADDY OPERATING COMPANY, LLC, a Delaware limited liability company (Global Memory Holdingsthe “Existing Borrower”), Inc.GD FINANCE CO, INC., a Cayman Islands exempted Delaware corporation (the “XxxXx Borrower” and, together with the Existing Borrower, the “Borrowers”), Desert Newco, LLC, a Delaware limited liability company, SMART Modular Technologies (Global“Holdings”), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders from time to time party theretothereto and Barclays Bank PLC, as administrative agent, and the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Barclays Bank PLC, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCitibank, N.A., as administrative agent, pursuant to or in connection with the Amended and Restated Credit Agreement Agreement, dated as of August 26July [ ], 2011 (among Holdings, the Parent Borrower, the other Borrowers party thereto, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCitibank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the Senior Collateral Agent and the Majority Senior PartiesFirst Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, Agent agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility executed as of the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral AgentFirst Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority RepresentativeAgent for the benefit of the [Secured Parties]] pursuant to this Agreement agreement are expressly subject and subordinate to the liens and security interests granted in favor to Bank of America, N.A. as collateral agent (and its permitted successors), for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement secured parties referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement [Collateral Agreement] dated as of August 26January 28, 2011 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, from [the lenders party thereto, Company and the other parties thereto“Pledgors” referred to therein], and JPMorgan Chase Bankin favor of Bank of America, N.A., as administrative agentcollateral agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ]December 24, 20[ ] 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase BankBank of America, N.A.N.A. in its capacity as First Lien Agent and U.S. Bank National Association, as collateral agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. and its subsidiaries and affiliated entities party theretoTrustee. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreementagreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the 55745340_4 terms of this AgreementAgreement or any Senior Debt Document. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26[____], 2011 (2012 among Holdings, the Borrower, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26May 2, 2011 (2016 among the Borrower, the lenders from time to time party thereto, the guarantors from time to time party thereto, Bank of America, N.A., as administrative agent and the other parties thereto, as amended by Amendment No. 1, dated as of June 27, 2017, Amendment No. 2, dated as of December 21, 2017, Amendment No. 3, dated as of September 28, 2018, Amendment No. 4, dated as of February [25], 2022, and as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankBank of America, N.A., as collateral agentFirst Lien Administrative Agent, SMART Modular Technologies (Global Memory Holdings)[ ], Inc.as Second Lien Administrative Agent, SMART Modular Technologies (Global)each additional Second Priority Representative and Senior Representative from time to time party thereto, Inc., SMART Modular Technologies, Inc. the Borrower and its their respective subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Agent and the Majority Senior Parties, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any Senior Debt Document. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26[____], 2011 (2012 among Holdings, the Borrower, the lenders from time to time party thereto, Deutsche Bank Trust Company Americas, as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without the prior written consent of the Senior Collateral Intercreditor Agent and the Majority Senior PartiesRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Senior Collateral Each Second-Priority Agent copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second applicable Second-Priority Collateral Document under its Second Priority Debt Facility entered into after the date hereof shall include the following language (or language to similar effect reasonably approved by the Senior Collateral Intercreditor Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second applicable Second-Priority RepresentativeAgent] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor to (a) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (and its permitted successors) pursuant to the Third Amended and Restated Collateral Agreement, dated as of January 29, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time), by and among Momentive Specialty Chemicals Holdings LLC (formerly known as Hexion LLC) (“Holdings”), Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc.) (the “Company”), the other “Grantors” named therein, JPMorgan Chase Bank, N.A., as collateral agent, and the other parties party thereto, or (b) any agent or trustee for any other Senior Secured Parties Lenders (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26, 2011 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [Second applicable Second-Priority RepresentativeAgent] hereunder is subject to the limitations and provisions of the Amended and Restated Intercreditor Agreement Agreement, dated as of [ ]January 31, 20[ ] 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among JPMorgan Chase Bank, N.A., as intercreditor agent, Wilmington Trust Company, as trustee and as collateral agent, SMART Modular Technologies Wilmington Trust, National Association (Global Memory Holdingsas successor by merger to Wilmington Trust FSB), Inc.as senior-priority agent for the holders of the notes issued under the 1.5 Lien Indenture referred to therein, SMART Modular Technologies (Global)Wilmington Trust, Inc.National Association, SMART Modular Technologiesas senior-priority agent for the holders of the notes issued under the First Lien Indenture referred to therein, Inc. Holdings, the Company and its subsidiaries and affiliated entities the parties party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern”.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower Company agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 26October 27, 2011 2016 (as amended, restated, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc.VIRTU FINANCIAL LLC, a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies (Global), Inc.VFH Parent LLC, a Cayman Islands exempted Delaware limited liability company, SMART Modular Technologies, Inc., a California corporation, the lenders from time to time party thereto, the other parties thereto, thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) Without Except to the prior written consent of the extent not prohibited by any Senior Collateral Agent and the Majority Senior PartiesDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Parent Borrower agrees to deliver to the Designated Senior Collateral Agent Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof, each, . Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCitibank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement Agreement, dated as of August 26[ ], 2011 (201[ ] among the Borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent and the other parties thereto, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company, SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company, SMART Modular Technologies, Inc., a California corporation, the lenders party thereto, the other parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20201[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase BankCitibank, N.A., as collateral agentAdministrative Agent, SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc. [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”