Common use of Certain Amendments Clause in Contracts

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 Notes Issuers and the Borrowers agree to deliver to the Designated 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 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 Second Priority Collateral Document under 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 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 Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party 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][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the 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 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 Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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 Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankXXXXXX XXXXXXX SENIOR FUNDING, N.A.INC., as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27October 22, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankXXXXXX XXXXXXX SENIOR FUNDING, N.A.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][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement Agreement, dated as of September 27October 22, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), amongamong XXXXXX XXXXXXX SENIOR FUNDING, inter alia, JPMorgan Chase Bank, N.A.INC., as Senior Secured First Lien Administrative Agent, JPMorgan Chase BankXXXXXX XXXXXXX SENIOR FUNDING, N.A.INC., as Senior Secured Collateral Second Lien Administrative Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers Borrower and their subsidiaries 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 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 Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior First 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 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 Grantor shall cause that each new Second Priority Collateral Document under its a 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 Senior First 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 Senior First Priority 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 collateral agent, pursuant to or in connection with the Amended and Restated Senior Secured Credit Agreement Term Loan Facility dated as of September 27December 5, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.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][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 September 27December 5, 2018 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A.among Barclays Bank PLC, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedWILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Second Lien Collateral Agent, Honeywell International Inc.OCWEN LOAN SERVICING, HoldingsLLC, a Delaware limited liability company (the “Borrower”), the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities 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 Debt Document or Senior Subordinated (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, restated, 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 Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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 Senior Priority 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 collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27January 15, 2018 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.Credit Suisse AG, 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 First Lien/Second Lien Intercreditor Agreement dated as of September 27January 15, 2018 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A.among Credit Suisse AG, as Senior Secured First Lien Administrative Agent, JPMorgan Chase Bank, N.A.Credit Suisse AG, as Senior Secured Collateral Second Lien Administrative Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers WTG Holdings II Corp. and their 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 or Senior Subordinated Junior 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 Junior Priority Collateral Document, would be prohibited by or inconsistent conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Junior 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 Second Junior Priority Representative (Representative, for itself and on behalf of each Second Junior Priority Secured Party under its Second Junior 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 Second Junior Priority Collateral Document under its Second Junior 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 Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Lien Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankCOÖPERATIEVE RABOBANK U.A., N.A.NEW YORK BRANCH, as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27March 26, 2018 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsTOTAL 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 “Borrowers”), the lenders from time to time party thereto thereto, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as revolving administrative agent and JPMorgan Chase Bankcollateral 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][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of September 27[ ], 2018 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), amongamong COÖPERATIEVE RABOBANK U.A., inter alia, JPMorgan Chase Bank, N.A.NEW YORK BRANCH, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Credit Agreement Collateral Agent, Deutsche Trustee Company Limited[ ], as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, Initial Junior Lien Representative and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities 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 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 conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Designated Second Priority Representative agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27November 9, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Xxxx Xxxxxx Holdings, the BorrowersInc., the lenders from time to time party thereto and JPMorgan Chase Bankthereto, Bank of 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][Senior Subordinated 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 September 27[ ], 2018 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong Bank of America, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company Limited[ ], as Senior Subordinated Notes TrusteeInitial Second Lien Representative, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., [Xxxx Xxxxxx Holdings, Inc.] and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party other 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 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 conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Designated Second Priority Representative agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Junior Priority Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankBank of America, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27November 9, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Xxxx Xxxxxx Holdings, the BorrowersInc., the lenders from time to time party thereto and JPMorgan Chase Bankthereto, Bank of 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][Senior Subordinated 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 September 27[ ], 2018 20[ ] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong Bank of America, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedNorthwest Farm Credit Services, PCA, as Initial Additional Senior Subordinated Notes TrusteePriority Representative, Deutsche Bank AG, London Branch[ ], as Senior Subordinated Collateral AgentInitial Second Lien Representative, Honeywell International Inc., [Xxxx Xxxxxx Holdings, Inc.] and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party other 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. FATS will not, and will not cause or ------------------ permit any of its subsidiaries to, enter into any amendment, modification or waiver that is adverse in any respect to the Lenders to (a) No Second Priority Collateral Document the Certificate of Incorporation, By-laws or Senior Subordinated Priority Collateral Document may be amended, restated, supplemented comparable governing instruments of FATS 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 its subsidiaries, (b) the Recapitalization Agreement, Shareholders Agreement, Seller Registration Rights Agreement, Buyer Registration Rights Agreement and Escrow Agreement as in effect on the Closing Date or (c) the Note Documents or any other 122 documents establishing and setting forth the rights and terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendmentsthe Permitted Senior Subordinated Notes, supplements or other modifications to the Second Priority Collateral Documents Permitted Senior Preferred Stock, the Permitted Junior Preferred Stock, the Warrants or the Senior Subordinated Priority Collateral Document and (ii) any new Second Priority Collateral Documents holders thereof as in effect on the Closing Date 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 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 Second Priority Collateral Document under 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 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 Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, and (ii) the exercise Refinancing Securities or the holders thereof as in effect upon the issuance thereof. The Borrower will promptly provide the Lenders with copies of any right or remedy by the [Second Priority Representative][Senior Subordinated Priority Representative] or any other secured party hereunder is subject all proposed amendments to the limitations foregoing documents and instruments. Notwithstanding the foregoing provisions of this Section 6.13: (I) the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to timeinterest rate and/or the dividend rate on Permitted Senior Subordinated Notes, the “Intercreditor Agreement”)Permitted Senior Preferred Stock and the Refinancing Securities may be changed, among, inter alia, JPMorgan Chase Bank, N.A., so long as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as the weighted average interest and dividend rate on the Refinancing Securities and remaining Permitted Senior Subordinated Notes Trusteeand Permitted Senior Preferred Stock shall be no greater than 13.00% per annum of the principal amount and/or liquidation preference thereof, Deutsche Bank AG(II) the maturity and redemption dates of the Refinancing Securities, London Branch, as the Permitted Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the 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 AgreementPermitted Senior Preferred Stock may be changed, so long as, after giving effect to any such changes, the terms of the Intercreditor Agreement Refinancing Securities, the Permitted Senior Subordinated Notes, the Permitted Senior Preferred Stock and any related agreement or instrument shall governnot require, prior to the first anniversary of the Tranche B Maturity Date, any principal payment, mandatory redemption, amortization payment, sinking fund payment or mandatory repurchase payment (whether such payment is fixed, contingent or exercisable at the option of any holder thereof), except for mandatory prepayment or redemption provisions no more favorable in any respect to the holders of such securities than the corresponding mandatory prepayment and redemption provisions of the Permitted Senior Subordinated Notes and the Permitted Senior Preferred Stock in effect as of the Closing Date, (III) any affirmative covenants, negative covenants, events of default, remedies or representations and warranties for the benefit of the holders of the Permitted Senior Subordinated Notes, the Permitted Junior Preferred Stock and the Warrants may be waived or made less restrictive and (IV) the Note Documents and the documents and instruments relating to the Refinancing Securities may be amended in any other manner which has been approved in writing by (x) the Required Lenders and (y) so long as the Agent or any of its Affiliates owns any Permitted Senior Subordinated Notes, Permitted Senior Preferred Stock or Refinancing Securities which are the subject of any such proposed amendment, by Lenders (other than the Agent) holding a majority of the Loans, Letter of Credit Exposure, Swingline Exposure and unused Commitments held by such other Lenders.”

Certain Amendments. (a) No Second Priority Collateral Debt Document or Senior Subordinated (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, restated, 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 Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers Each Grantor shall cause and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the each 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 Second Priority Representative (for itself and Representative, on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility) and , consents to each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility)Grantor causing, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicableother than this Agreement) shall to include the following language (or language to a similar effect as reasonably approved by the Designated 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 Senior Priority 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 collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27February 5, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankCredit Suisse AG, N.A.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][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of contained in the First Lien/Second Lien Intercreditor Agreement dated as of September 27February 5, 2018 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), amongamong Credit Suisse AG, inter alia, JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedWilmington Trust, National Association, as Senior Subordinated Second Lien Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc.SolarWinds Intermediate Holdings I, Holdings, the Notes Issuers, the Borrowers Inc. and their 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 Debt Document or Senior Subordinated (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, restated, 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 Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers Each Grantor shall cause and the Borrowers agree to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the each 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 Second Priority Representative (for itself and Representative, on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility) and , consents to each Senior Subordinated Priority Representative (for itself and on behalf of each Senior Subordinated Priority Party under its Senior Subordinated Priority Debt Facility)Grantor causing, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated Priority Debt Facility (as applicableother than this Agreement) shall to include the following language (or language to a similar effect as reasonably approved by the Designated 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] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority 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 collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27February 5, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankCredit Suisse AG, N.A.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][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of contained in the First Lien/Second Lien Intercreditor Agreement dated as of September 27March 15, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), amongamong Credit Suisse AG, inter alia, JPMorgan Chase Bank, N.A.Cayman Islands Branch, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedWilmington Trust, National Association, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Second Lien Collateral Agent, Honeywell International Inc.SolarWinds Intermediate Holdings I, Holdings, the Notes Issuers, the Borrowers Inc. and their 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 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 conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior 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 BankXxxxxx Xxxxxxx Senior Funding, N.A.Inc., as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27February 1, 2018 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsDiscoverOrg Midco, the BorrowersLLC, DiscoverOrg, LLC, the lenders from time to time party thereto and JPMorgan Chase Bankthereto, N.A.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][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27February 1, 2018 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), amongamong Xxxxxx Xxxxxxx Senior Funding, inter alia, JPMorgan Chase Bank, N.A.Inc., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company LimitedXxxxxx Xxxxxxx Senior Funding, Inc., as Senior Subordinated Notes TrusteeInitial Second Lien Representative, Deutsche Bank AGDiscoverOrg Midco, London BranchLLC and DiscoverOrg, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities party theretoLLC. 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 Collateral Document or Senior Subordinated Junior 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 Junior Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Junior 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 Second Junior Priority Representative (Representative, for itself and on behalf of each Second other Junior Priority Secured Party under its Second the applicable Junior 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 Second Junior Priority Collateral Document under its Second the applicable Junior 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 Senior Priority Representative): “"Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority 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 collateral agent, pursuant to or in connection with under the Senior Secured Credit Agreement dated as of September 27[●], 2018 2023 (as amended, increased, extended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdingsthe Borrower, the BorrowersGuarantors party thereto, the lenders and letter of credit issuers from time to time party thereto and JPMorgan Chase BankBANK 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][Senior Subordinated 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 September 27[●], 2018 20[●] (as amended, restated, supplemented or otherwise modified from time to time, the “"Junior Priority Intercreditor Agreement”"), among, inter alia, JPMorgan Chase Bankamong BANK OF AMERICA, N.A., as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured Credit Facilities Collateral Agent, Deutsche Trustee Company Limited, [●] as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Junior Priority Collateral Agent, Honeywell International Inc., Holdingsthe Borrower, the Notes Issuers, the Borrowers other grantors from time to time party thereto and their subsidiaries and affiliated entities 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 Collateral Document or Senior Subordinated Junior 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 Junior Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated Senior Priority Representative copies of (i) any amendments, supplements or other modifications to the Second Junior Priority Collateral Documents or the Senior Subordinated Priority Collateral Document and (ii) any new Second Junior 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 Second Junior Priority Representative (Representative, for itself and on behalf of each Second other Junior Priority Secured Party under its Second the applicable Junior 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 Second Junior Priority Collateral Document under its Second the applicable Junior 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 Senior Priority Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Junior Priority Representative][Senior Subordinated Priority Representative] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27April 25, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdingsthe Borrower, the Borrowersco-obligors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto and JPMorgan Chase BankJPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as notes collateral agent, pursuant to or in connection with the other parties theretoIndenture dated as of May 24, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among the Borrower, the guarantors party thereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee and notes collateral agent, and (ii) the exercise of any right or remedy by the [Second Junior Priority Representative][Senior Subordinated 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 September 27[•], 2018 20[•] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong JPMORGAN CHASE BANK, N.A., as Senior Secured Administrative Credit Facilities Collateral Agent, JPMorgan Chase BankU.S. BANK TRUST COMPANY, N.A.NATIONAL ASSOCIATION, as Senior Secured Notes Collateral Agent, Deutsche Trustee Company Limited, [•] as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Junior Priority Collateral Agent, Honeywell International Inc., Holdingsthe Borrower, the Notes Issuers, the Borrowers other grantors from time to time party thereto and their subsidiaries and affiliated entities 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 Collateral Debt Document or Senior Subordinated (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, restated, 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 Subordinated Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 a similar effect as reasonably approved by the Designated 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 (A) the Senior Priority Secured Parties (as defined in the Term Intercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A.Credit Suisse AG, as collateral agent, pursuant to or in connection with the Senior Secured First Lien Credit Agreement dated as of September 27April 1, 2018 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Credit 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][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of contained in (A) the First Lien/Second Lien Intercreditor Agreement dated as of September 27April 1, 2018 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Intercreditor Agreement”), amongamong Credit Suisse AG, inter aliaas First Lien Administrative Agent, JPMorgan Chase Credit Suisse AG, as Second Lien Administrative Agent, GYP Holdings III Corp. and its subsidiaries and affiliated entities party thereto and (B) the ABL/Term Intercreditor Agreement dated as of April 1, 2014 (as amended, restated, 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 Senior Representative for the ABL Secured Administrative AgentParties, JPMorgan Chase Bank, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers GYP Holdings III Corp. and their 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 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 conflict with any of the terms of this Agreement. The Notes Issuers and the Borrowers agree Lead Borrower agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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] Representative pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior 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 BankBank of America, N.A., as collateral agent, pursuant to or in connection with the Senior Secured First Lien Term Loan Credit Agreement dated as of September 27March 1, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among HoldingsGreenlight Acquisition Corporation, the BorrowersATS Consolidated, Inc., American Traffic Solutions, Inc., LaserCraft, Inc., the lenders from time to time party thereto and JPMorgan Chase Bankthereto, Bank of 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][Senior Subordinated Priority Representative] Representative or any other secured party hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27March 1, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bankamong Bank of America, N.A., as Senior Secured Administrative First Lien Collateral Agent, JPMorgan Chase BankBank of America, N.A., as Senior Secured Collateral AgentInitial Second Lien Representative, Deutsche Trustee Company LimitedGreenlight Acquisition Corporation, as Senior Subordinated Notes TrusteeATS Consolidated, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., HoldingsAmerican Traffic Solutions, Inc., LaserCraft, Inc. and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities 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 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 Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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 Senior Priority 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 collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27June 7, 2018 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.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][Senior Subordinated 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 September 27, 2018 [___] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), among, inter alia, JPMorgan Chase Bank, N.A.among BARCLAYS BANK PLC, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company Limited[__], as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Second Lien Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers Borrower and their subsidiaries 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 Without the consent of the Designated First Priority Representative, 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 (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 Notes Issuers and the Borrowers agree to deliver to the Designated Senior First Priority Representative Representatives 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 Second Priority Representative (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 Second Priority Collateral Document under its Second Priority Debt Facility and each Senior Subordinated Priority Collateral Document under its Senior Subordinated such Second Priority Debt Facility (as applicable) shall include the following language (or language to similar effect reasonably approved by the Designated Senior First 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 Agreement] are expressly subject and subordinate to the liens and security interests granted in favor of the Senior 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.(a) Alter Domus Products Corp., as collateral agentadministrative agent (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., pursuant as administrative agent (the “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 or in connection with the Senior Secured Credit limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of September 27August 19, 2018 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrowers, the lenders from time to time party 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][Senior Subordinated Priority Representative] or any other secured party hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of September 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), amongamong the Exchange Credit Facility Agent, inter aliathe Existing Credit Facility Agent, JPMorgan Chase BankAnkura Trust Company, N.A.LLC, as Senior Secured Administrative AgentInitial Second Lien Representative, JPMorgan Chase BankThe GEO Group, N.A., as Senior Secured Collateral Agent, Deutsche Trustee Company Limited, as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Agent, Honeywell International Inc., GEO Corrections Holdings, Inc., and the Notes Issuers, the Borrowers and their subsidiaries and affiliated entities other Grantors (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 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 Notes Issuers and the Borrowers agree Borrower agrees to deliver to the Designated 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 Second Priority Representative (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 Second Priority Collateral Document under 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 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 Senior Priority 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 collateral agent, pursuant to or in connection with the Senior Secured Credit Agreement dated as of September 27August 4, 2018 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the BorrowersBorrower, the lenders from time to time party thereto and JPMorgan Chase BankUBS AG, N.A.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][Senior Subordinated 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 September 27, 2018 [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”), amongamong UBS AG, inter alia, JPMorgan Chase Bank, N.A.STAMFORD BRANCH, as Senior Secured Administrative Agent, JPMorgan Chase Bank, N.A., as Senior Secured First Lien Collateral Agent, Deutsche Trustee Company Limited[ ], as Senior Subordinated Notes Trustee, Deutsche Bank AG, London Branch, as Senior Subordinated Collateral Second Lien Agent, Honeywell International Inc., Holdings, the Notes Issuers, the Borrowers Borrower and their subsidiaries 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.”