Common use of Confirmation of Subordination in Second Lien Collateral Documents Clause in Contracts

Confirmation of Subordination in Second Lien Collateral Documents. The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Designated First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among ION Geophysical Corporation, the Grantors from time to time party thereto, China Merchants Bank Co., Ltd., New York Branch, as First Lien Representative (as defined therein), China Merchants Bank Co., Ltd., New York Branch, as First Lien Collateral Agent (as defined therein), Wilmington Trust, National Association, as Second Lien Representative (as defined therein), U.S. Bank National Association, as Second Lien Collateral Agent (as defined therein) and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”

Confirmation of Subordination in Second Lien Collateral Documents. The Company Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that each Second Lien Collateral Document includes and shall include include, as applicable, the following language (or language to similar effect approved by the Designated Directing First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13[•] [•], 2013 20[•] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among ION Geophysical Corporation, the Grantors from time to time party thereto, China Merchants Bank Co., Ltd., New York Branchof Montreal, as First Lien Representative (as defined therein)Credit Agreement Collateral Agent, China Merchants Bank Co., Ltd., New York Branch[•], as First Lien Collateral Agent (as defined therein), Wilmington Trust, National Association, as Initial Second Lien Representative (as defined therein)Document Collateral Agent, U.S. Bank National Association, as Second Lien Collateral Agent (as defined therein) and certain other persons Persons party or that may become party thereto from time to time, and as acknowledged and agreed to by Nuvei Technologies Corp. (f/k/a Pivotal Payments Direct Corp.), a corporation constituted in accordance with the laws of Canada, Pivotal Refi LP, a Delaware limited partnership and Nuvei Technologies Inc. (f/k/a Pivotal Payments Inc.), a Delaware corporation, as the Borrowers, and the other Obligors (as defined therein) party thereto. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”

Confirmation of Subordination in Second Lien Collateral Documents. The Company Second Lien Collateral Agent, and each Second Lien Representative on behalf of itself and its Related Second Lien Claimholders, agrees that each Second Lien Collateral Document includes and shall include include, as applicable, the following language (or language to similar effect approved by the Designated First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13December 6, 2013 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among ION Geophysical Corporationamong, the Grantors from time to time party theretointer xxxx Xxxxxxxxxxxx plc, China Merchants Mallinckrodt International Finance S.A., Xxxxxxxxxxxx XX LLC, Deutsche Bank Co., Ltd., New York Branch, as First Lien Representative (as defined therein), China Merchants Bank Co., Ltd., AG New York Branch, as First Lien Collateral Agent (as defined therein)and First Lien Credit Agreement Representative, Wilmington TrustSavings Fund Society, National Association, as Second Lien Representative (as defined therein), U.S. Bank National AssociationFSB, as Second Lien Collateral Agent (as defined therein) and Initial Second Lien Document Representative, and certain other persons Persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”

Confirmation of Subordination in Second Lien Collateral Documents. The Company Each Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Designated Directing First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Second Lien Collateral Agent hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13[ ], 2013 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among ION Geophysical CorporationJEFFERIES FINANCE LLC, in its capacity as collateral agent under the First Lien Credit Agreement and the First Lien Collateral Documents relating thereto (in each case, as defined in the Intercreditor Agreement) (in such capacity and together with its successors and permitted assigns in such capacity, the Grantors “First Lien Credit Agreement Collateral Agent”), [ ], in its capacity as collateral agent under the Second Lien Credit Agreement and the Second Lien Collateral Documents relating thereto (in each case, as defined in the Intercreditor Agreement) (in such capacity and together with its successors and permitted assigns in such capacity, the “Second Lien Credit Agreement Collateral Agent”), each other REPRESENTATIVE (as defined in the Intercreditor Agreement) that is from time to time party theretothereto and acknowledged and agreed to by CERTARA HOLDCO, China Merchants Bank Co.INC., Ltd.a Delaware corporation (the “Parent Borrower”), New York BranchCERTARA USA, as First Lien Representative INC., a Delaware corporation (the “Co-Borrower” and together with the Parent Borrower, the “Borrowers”), EQT AVATAR INTERMEDIATE, INC., a Delaware corporation (“Holdings”), and the other OBLIGORS (as defined thereinbelow), China Merchants Bank Co., Ltd., New York Branch, as First Lien Collateral Agent (as defined therein), Wilmington Trust, National Association, as Second Lien Representative (as defined therein), U.S. Bank National Association, as Second Lien Collateral Agent (as defined therein) and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”

Confirmation of Subordination in Second Lien Collateral Documents. The Company agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by reasonably acceptable to the Designated First Lien Collateral Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent [ ● ] pursuant to this Agreement and the exercise of any right or remedy with respect to the Collateral by the Collateral Agent [collateral agent] hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13, 2013 [ ● ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among ION Geophysical Corporation, the Grantors from time to time party thereto, China Merchants Royal Bank Co., Ltd., New York Branchof Canada, as Initial First Lien Representative (Representative, and as defined therein), China Merchants Bank Co., Ltd., New York Branch, as Initial First Lien Collateral Agent (as defined therein)Agent, Wilmington Trust, National Association[ ● ], as Initial Second Lien Representative (as defined therein)Representative, U.S. Bank National Association[ ● ], as Initial Second Lien Collateral Agent (as defined therein) and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”” In addition, the Company agrees that each Second Lien Mortgage, if any, covering any Collateral shall contain such other language as the Designated First Lien Collateral Agent may reasonably request to reflect the subordination of such Second Lien Mortgage to the First Lien Collateral Documents covering such Collateral.

Confirmation of Subordination in Second Lien Collateral Documents. The Company agrees Borrower and each Second Lien Representative, on behalf of the Second Lien Claimholders under its Second Lien Facility, agree that each Second Lien Collateral Document shall include the following language (or language to similar effect approved by the Designated First Lien Collateral AgentRepresentative): “Notwithstanding anything herein to the contrary, the priority of the lien and security interest granted to the Collateral Agent Second Lien Representative pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent Second Lien Representative hereunder are subject to the provisions of the Second Lien Intercreditor Agreement, dated as of May 13, 2013 [ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), among ION Geophysical CorporationLynnwood Intermediate Holdings, the Grantors from time to time party theretoInc. (“Holdings”), China Merchants Bank Co.LifeStance Health Holdings, Ltd., New York BranchInc., as First Lien Representative (borrower, certain subsidiaries of Holdings as defined therein)guarantors, China Merchants Bank Co., Ltd., New York Branch, as First Lien Collateral Agent (as defined therein), Wilmington TrustCapital One, National Association, as Initial First Lien Collateral Agent and [ ], as Initial Second Lien Representative (as defined therein), U.S. Bank National Association, as Second Lien Collateral Agent (as defined therein) and certain other persons party or that may become party thereto from time to time. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and this Agreement, the terms of the Second Lien Intercreditor Agreement shall govern and control.”