Common use of Certain Amendments Clause in Contracts

Certain Amendments. (a) 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 Borrower agrees to deliver to the Designated First Priority 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 Grantor shall cause that each new Second Priority Collateral Document under a Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Representative): “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 First Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLC, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility dated as of December 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of December 5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Barclays Bank PLC, as First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time 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.”

Certain Amendments. (a) 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 Borrower agrees to deliver to the Designated First Senior Priority 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Senior Priority Representative): “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 First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCXXXXXX XXXXXXX SENIOR FUNDING, INC., as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility First Lien Credit Agreement dated as of December 5October 22, 2016 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank PLCXXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority First Lien/Second Lien Intercreditor Agreement Agreement, dated as of December 5October 22, 2016 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among Barclays Bank PLCXXXXXX XXXXXXX SENIOR FUNDING, INC., as First Lien Collateral Administrative Agent, WILMINGTON TRUSTXXXXXX XXXXXXX SENIOR FUNDING, NATIONAL ASSOCIATIONINC., as Second Lien Collateral Administrative Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”)Holdings, the other Grantors from time to time Borrower and certain of its 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.”

Certain Amendments. (a) No Second Junior 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 Junior Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents and (ii) any new Second Junior Priority Collateral Documents promptly after effectiveness thereof. Each Grantor shall cause Junior Priority Representative, for itself and on behalf of each other Junior Priority Secured Party under the applicable Junior Priority Debt Facility, agrees that each new Second Junior Priority Collateral Document under a Second the applicable Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Senior Priority Representative): “"Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCBANK OF AMERICA, N.A., as collateral agent, pursuant to or in connection with under the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5[●], 2016 2023 (as amended, increased, extended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the Guarantors party thereto, the lenders and letter of credit issuers from time to time party thereto and Barclays Bank PLCBANK OF AMERICA, N.A., as administrative agent and collateral agent, and the other parties theretoCredit Documents (as defined therein), and (ii) the exercise of any right or remedy by the [Second Junior Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of December 5[●], 2016 20[●] (as amended, restated, supplemented or otherwise modified from time to time, the “"Junior Priority Intercreditor Agreement”"), among Barclays Bank PLCBANK OF AMERICA, N.A., as First Lien Senior Credit Facilities Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, [●] as Second Lien Junior Priority Collateral Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors grantors from time to time party thereto and each additional representative from time to time party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”"

Certain Amendments. (a) No Second Priority Debt Document (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior 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 such new Second Priority Collateral Debt Document or Senior Priority Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority Representative copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents Representative, for itself and (ii) any new on behalf of each Second Priority Collateral Documents promptly after effectiveness thereof. Each Grantor shall cause Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to a similar effect as reasonably approved by the Designated First Senior Priority Representative): “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 (A) the First Senior Priority Secured Parties (as defined in the Term Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCCredit Suisse AG, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility First Lien Credit Agreement dated as of December 5April 1, 2016 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank PLCCredit Suisse AG, as administrative agent, and the other parties thereto and (B) the ABL Secured Parties on the ABL Priority Collateral (each as defined in the ABL/Term Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxx Fargo Bank, N.A., as collateral agent, pursuant to or in connection with the ABL Credit Agreement dated as of April 1, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Xxxxx Fargo 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] or any other secured party hereunder is subject to the limitations and provisions of contained in (A) the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December 5April 1, 2016 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”), among Barclays Bank PLCCredit Suisse AG, as First Lien Collateral Administrative Agent, WILMINGTON TRUST, NATIONAL ASSOCIATIONCredit Suisse AG, as Second Lien Collateral Administrative Agent, OCWEN LOAN SERVICINGGYP Holdings III Corp. and its subsidiaries and affiliated entities party thereto and (B) the ABL/Term Intercreditor Agreement dated as of April 1, LLC2014 (as amended, a Delaware limited liability company (the “Borrower”)restated, the other Grantors supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ABL/Term Intercreditor Agreement” and, together with the Term Intercreditor Agreement, the “Intercreditor Agreements”), among Credit Suisse AG, as Representative for the Initial First Lien Tem Secured Parties, Credit Suisse AG, as Representative for the Initial Second Lien Term Secured Parties, Xxxxx Fargo Bank, N.A., as Representative for the ABL Secured Parties, GYP Holdings III Corp. and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement Agreements and the terms of this Agreement, the terms of the Intercreditor Agreement Agreements shall govern.”

Certain Amendments. (a) No Second Priority Collateral Document may be amendedNeither this Agreement, supplemented or otherwise modified or entered into to the extent such amendmentNote, supplement or modificationthe Subordination and Intercreditor Agreement, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the Security Documents nor any terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority Representative copies of (i) any amendments, supplements hereof or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. Each Grantor shall cause that each new Second Priority Collateral Document under a Second Priority Debt Facility shall include the following language (or language to similar effect reasonably thereof may be amended unless such amendment is approved by the Designated First Priority Representative): “Notwithstanding anything herein to Obligors, the contraryFacility Agent and the Majority Lenders, provided that no such amendment shall, without the written consent of each Lender affected thereby, (i) reduce the liens and security interests granted to interest rate or extend the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to time of a scheduled payment of principal or interest or fees on the liens and security interests granted in favor Facility, or reduce the principal amount of the First Priority Secured Parties (as defined in the Intercreditor Agreement referred to below)Facility or any fees hereunder, including liens and security interests granted to Barclays Bank PLC, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility dated as of December 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, and the other parties thereto, and (ii) increase or decrease the exercise Commitment of any right Lender or remedy by subject any Lender to any additional obligation (it being understood that a waiver of any Event of Default, other than a payment default, or any mandatory repayment of the [Second Priority Representative] Facility shall not constitute a change in the Commitment of any Lender), (iii) amend, modify or waive any provision of this Section 16.8, (iv) amend the definition of Majority Lenders or any other secured party hereunder is subject definition referred to in this Section 16.8, (v) consent to the limitations assignment or transfer by the Borrower of any of its rights and provisions obligations under this Agreement, (vi) release any Security Party from any of its obligations under any Security Document except as expressly provided herein or in such Security Document or (vii) amend the definition of “Restricted Party”, “Sanctions Authority”, “Sanctions List” or “Sanctions Laws” or Sections 2.1(p), 9.1(hh), 9.1(ii), or 9.2(q), 9.2(z). All amendments approved by the Majority Lenders under this Section 16.8 must be in writing and signed by the Obligors, each of the Junior Priority Intercreditor Agreement dated as of December 5Lenders comprising the Majority Lenders and, 2016 (as amendedif applicable, restatedeach Lender affected thereby and any such amendment shall be binding on all the Lenders. Notwithstanding anything to the contrary in this Section 16.8, supplemented or otherwise modified from time no amendment to time, the “Intercreditor Agreement”), among Barclays Bank PLC, as First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms Note, the Subordination and Intercreditor Agreement, any of the Intercreditor Agreement Security Documents shall governaffect the rights, duties, obligations, protections, immunities or indemnities of the Facility Agent or the Collateral Agent without its written consent.”

Certain Amendments. (a) No Second Priority Debt Document (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior 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 such new Second Priority Collateral Debt Document or Senior Priority Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority Representative copies of (i) any amendments, supplements or other modifications to the Each Second Priority Collateral Documents Representative, for itself and (ii) any new on behalf of each Second Priority Collateral Documents promptly after effectiveness thereof. Each Grantor shall cause Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Senior Priority Representative): “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 First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCCredit Suisse AG, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility First Lien Credit Agreement dated as of December 5January 15, 2016 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank PLCCredit Suisse AG, as administrative agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December 5January 15, 2016 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Barclays Bank PLCCredit Suisse AG, as First Lien Collateral Administrative Agent, WILMINGTON TRUST, NATIONAL ASSOCIATIONCredit Suisse AG, as Second Lien Collateral Administrative Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time WTG Holdings II Corp. 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.”

Certain Amendments. (a) 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 conflict with any of the terms of this Agreement. The Borrower Designated Second Priority Representative agrees to deliver to the Designated First Priority Senior 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Senior Representative): “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 First Senior Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCof America, N.A., as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5November 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the BorrowerXxxx Xxxxxx Holdings, Inc., the lenders from time to time party thereto and Barclays thereto, Bank PLCof America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of December 5[ ], 2016 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among Barclays Bank PLCof America, N.A., as First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], as Initial Second Lien Collateral AgentRepresentative, OCWEN LOAN SERVICING[Xxxx Xxxxxx Holdings, LLC, a Delaware limited liability company (the “Borrower”), Inc.] and the other Grantors from time to time party parties thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”

Certain Amendments. (a) 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 Borrower agrees to deliver to the Designated First Senior Priority 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Senior Priority Representative): “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 First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank BARCLAYS BANK PLC, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5June 7, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank BARCLAYS BANK PLC, as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of December 5, 2016 [___] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among Barclays Bank BARCLAYS BANK PLC, as First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION[__], as Second Lien Collateral Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”)Holdings, the other Grantors from time to time Borrower and certain of its affiliated entities party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”

Certain Amendments. (a) 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 Borrower agrees to deliver to the Designated First Senior Priority 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Senior Priority Representative): “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 First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCUBS AG, STAMFORD BRANCH, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5August 4, 2016 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank PLCUBS AG, STAMFORD BRANCH, as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement Agreement, dated as of December 5, 2016 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among Barclays Bank PLCUBS AG, STAMFORD BRANCH, as First Lien Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], as Second Lien Collateral Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”)Holdings, the other Grantors from time to time Borrower and certain of its affiliated entities party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”

Certain Amendments. (a) No Second Priority Collateral Document or Senior Subordinated Priority Collateral Document may be amended, restated, 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 or Senior Subordinated Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees Notes Issuers and the Borrowers agree to deliver to the Designated First Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents or Senior Subordinated Priority Collateral Document promptly after effectiveness thereof (in each case other than any Secured Hedge Agreement and Cash Management Agreement); provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Grantor shall cause Second Priority Representative (for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility) and each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility), agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated First Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative][Senior Subordinated Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCJPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5September 27, 2016 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowerBorrowers, the lenders from time to time party thereto and Barclays Bank PLCJPMorgan 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][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of December 5September 27, 2016 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Barclays Bank PLCamong, inter alia, JPMorgan Chase Bank, N.A., as First Lien Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATIONDeutsche Trustee Company Limited, as Second Lien Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, OCWEN LOAN SERVICINGHoneywell International Inc., LLC, a Delaware limited liability company (the “Borrower”)Holdings, the other Grantors from time to time Notes Issuers, the Borrowers and their 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.”

Certain Amendments. (a) No Second Junior 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 Junior Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Borrower agrees Borrowers agree to deliver to the Designated First Priority Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents and (ii) any new Second Junior Priority Collateral Documents promptly after effectiveness thereof. Each Grantor shall cause Junior Priority Representative, for itself and on behalf of each Junior Priority Secured Party under its Junior Priority Debt Facility, agrees that each new Second Junior Priority Collateral Document under a Second its Junior Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Senior Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the First Senior Priority Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCCOÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5March 26, 2016 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among TOTAL PRODUCE PLC, TOTAL PRODUCE INTERNATIONAL HOLDINGS LIMITED, TOTAL PRODUCE IRELAND LIMITED, TOTAL PRODUCE INTERNATIONAL LIMITED, TOTAL PRODUCE C HOLDINGS LIMITED, TPH (UK) LIMITED, NORDIC FRUIT HOLDING AB, TOTAL PRODUCE USA HOLDINGS INC., TOTAL PRODUCE HOLDINGS B.V., TOTAL PRODUCE NORDIC A/S (collectively, the Borrower“Borrowers”), the lenders from time to time party thereto and Barclays Bank PLCthereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as revolving administrative agent and collateral agent, BANK OF AMERICA, N.A., as term administrative agent, and the other parties theretoparty thereto from time to time, and (ii) the exercise of any right or remedy by the [Second Junior Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Lien Intercreditor Agreement dated as of December 5[ ], 2016 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), among Barclays Bank PLCCOÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as First Lien Credit Agreement Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION[ ], as Second Initial Junior Lien Collateral Agent, OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (Representative and the “Borrower”), the other Grantors from time to time party theretoBorrowers. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and the terms of this AgreementAgreement (except with respect to [identify section(s) of Agreement that grant the security interest and describe the obligations secured by security interest] and the definitions of defined terms used therein), the terms of the Junior Lien Intercreditor Agreement shall govern.”

Certain Amendments. (a) 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 conflict with any of the terms of this Agreement. The Borrower Designated Second Priority Representative agrees to deliver to the Designated First Priority Senior 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Senior Representative): “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 First Senior Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCof America, N.A., as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility Credit Agreement dated as of December 5November 9, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the BorrowerXxxx Xxxxxx Holdings, Inc., the lenders from time to time party thereto and Barclays thereto, Bank PLCof America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement dated as of December 5[ ], 2016 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among Barclays Bank PLCof America, N.A., as First Lien Collateral Agent, WILMINGTON TRUSTNorthwest Farm Credit Services, NATIONAL ASSOCIATIONPCA, as Initial Additional Senior Priority Representative, [ ], as Initial Second Lien Collateral AgentRepresentative, OCWEN LOAN SERVICING[Xxxx Xxxxxx Holdings, LLC, a Delaware limited liability company (the “Borrower”), Inc.] and the other Grantors from time to time party parties thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”

Certain Amendments. (a) 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 conflict with any of the terms of this Agreement. The Lead Borrower agrees to deliver to the Designated First Priority Senior 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Senior Representative): “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 First Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCof America, N.A., as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured First Lien Term Loan Facility Credit Agreement dated as of December 5March 1, 2016 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the BorrowerGreenlight Acquisition Corporation, ATS Consolidated, Inc., American Traffic Solutions, Inc., LaserCraft, Inc., the lenders from time to time party thereto and Barclays thereto, Bank PLCof America, N.A., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December 5March 1, 2016 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among Barclays Bank PLCof America, N.A., as First Lien Collateral Agent, WILMINGTON TRUSTBank of America, NATIONAL ASSOCIATIONN.A., as Initial Second Lien Collateral AgentRepresentative, OCWEN LOAN SERVICINGGreenlight Acquisition Corporation, LLCATS Consolidated, a Delaware limited liability company (the “Borrower”)Inc., American Traffic Solutions, Inc., LaserCraft, Inc. and the other Grantors from time to time 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.”

Certain Amendments. (a) No Second Priority Debt Document (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior 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 such new Second Priority Collateral Debt Document or Senior Priority Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority 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 Grantor shall cause that and each new Second Priority Representative, on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, consents to each Grantor causing, each Second Priority Collateral Document under a its Second Priority Debt Facility shall (other than this Agreement) to include the following language (or language to a similar effect as reasonably approved by the Designated First Senior Priority Representative): “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 First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCCredit Suisse AG, Cayman Islands Branch, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility First Lien Credit Agreement dated as of December February 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank PLCCredit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, thereto and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of contained in the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December February 5, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Barclays Bank PLCCredit Suisse AG, Cayman Islands Branch, as First Lien Collateral Agent, WILMINGTON TRUSTWilmington Trust, NATIONAL ASSOCIATIONNational Association, as Second Lien Notes Collateral Agent, OCWEN LOAN SERVICINGSolarWinds Intermediate Holdings I, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time 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.”

Certain Amendments. (a) 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 conflict with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority Senior 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 Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Senior Representative): “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 First Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCXxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility First Lien Credit Agreement dated as of December 5February 1, 2016 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the BorrowerDiscoverOrg Midco, LLC, DiscoverOrg, LLC, the lenders from time to time party thereto and Barclays Bank PLCthereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and collateral agent, and the other parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December 5February 1, 2016 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among Barclays Bank PLCXxxxxx Xxxxxxx Senior Funding, Inc., as First Lien Collateral Agent, WILMINGTON TRUSTXxxxxx Xxxxxxx Senior Funding, NATIONAL ASSOCIATIONInc., as Initial Second Lien Collateral AgentRepresentative, OCWEN LOAN SERVICINGDiscoverOrg Midco, LLC and DiscoverOrg, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time 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.”

Certain Amendments. (a) No Without the consent of the Designated First Priority Representative, 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 (w) adversely affect the Lien priority rights of the First Priority Secured Parties or the rights of the First Priority Secured Parties to receive payments owing pursuant to the First Priority Debt Documents, (x) add any Liens securing the Collateral (other than to the extent permitted under this Agreement), (y) confer any additional rights on the Second Priority Secured Parties in a manner adverse to the First Priority Secured Parties or (z) be prohibited by or inconsistent with contravene any of the terms of the Initial Second Lien Debt Agreements or this Agreement. The Borrower agrees Borrowers agree to deliver to the Designated First Priority Representative Representatives 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 the effectiveness thereof. Each Grantor shall cause Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each new Second Priority Collateral Document under a its Second Priority Debt Facility and such Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated First Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] [pursuant to this Agreement Agreement] are expressly subject and subordinate to the liens and security interests granted in favor of the First Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLC, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility dated as of December 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders from time to time party thereto and Barclays Bank PLCa) Alter Domus Products Corp., as administrative agentagent (the “Exchange Credit Facility Agent”) under the Exchange Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement) or (b) Alter Domus Products Corp., and as administrative agent (the other parties thereto“Existing Credit Facility Agent”) under the Existing Credit Agreement (as defined in the First Lien/Second Lien Intercreditor Agreement), and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December 5August 19, 2016 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among Barclays Bank PLC, as First Lien Collateral the Exchange Credit Facility Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral the Existing Credit Facility Agent, OCWEN LOAN SERVICINGAnkura Trust Company, LLC, a Delaware limited liability company (the “Borrower”)as Initial Second Lien Representative, The GEO Group, Inc., GEO Corrections Holdings, Inc., and the other Grantors from time to time (as defined therein) 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.”

Certain Amendments. (a) No Second Priority Debt Document (including, for the avoidance of doubt, Second Priority Collateral Document) and no Senior Priority Debt Document (including, for the avoidance of doubt, Senior 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 such new Second Priority Collateral Debt Document or Senior Priority Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated First Priority 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 Grantor shall cause that and each new Second Priority Representative, on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, consents to each Grantor causing, each Second Priority Collateral Document under a its Second Priority Debt Facility shall (other than this Agreement) to include the following language (or language to a similar effect as reasonably approved by the Designated First Senior Priority Representative): “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 First Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLCCredit Suisse AG, Cayman Islands Branch, as collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Term Loan Facility First Lien Credit Agreement dated as of December February 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the lenders from time to time party thereto and Barclays Bank PLCCredit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties thereto, thereto and (ii) the exercise of any right or remedy by the [Second Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of contained in the Junior Priority First Lien/Second Lien Intercreditor Agreement dated as of December 5March 15, 2016 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Barclays Bank PLCCredit Suisse AG, Cayman Islands Branch, as First Lien Collateral Agent, WILMINGTON TRUSTWilmington Trust, NATIONAL ASSOCIATIONNational Association, as Second Lien Collateral Agent, OCWEN LOAN SERVICINGSolarWinds Intermediate Holdings I, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time 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.”