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

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents). (b) In the event that the First Lien Agents or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured Parties, a Borrower or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent (and its permitted successors), for the benefit of the secured parties referred to below, pursuant to the [Collateral Agreement] dated as of July 12, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Borrower and the other “Pledgors” referred to therein], in favor of Xxxxxx Xxxxxxx Senior Funding, Inc., as collateral agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to [Other First-Priority Lien Obligations Agent] pursuant to [Other First-Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of July 12, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxx Xxxxxxx Senior Funding, Inc. in its capacity as First Lien Agent and Xxxxx Fargo Bank, National Association, as Trustee. 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.” (b) In the event that the First Lien Agents or the Senior Secured Parties Lenders enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions pro-visions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured PartiesLenders, a the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document)Collateral. The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, amended and restated, extended, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredObligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, amended and restated, extended, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrower agrees to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each material Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Credit Suisse AG, Cayman Islands Branch, as collateral agent, pursuant to or in connection with the Credit Agreement, dated as of December 2, 2016 (as the same may be prohibited amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among CANADA GOOSE HOLDINGS INC., a corporation existing under the laws of British Columbia (“Holdings”), CANADA GOOSE INC., a corporation existing under the laws of Ontario (the “Borrower”), the Lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent, the Collateral Agent and a Lender, and the other parties party thereto, and (ii) the exercise of any right or remedy by the Second Priority Representative hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement, dated as of [ ] (as amended, restated, amended and restated, extended, supplemented or inconsistent with otherwise modified from time to time, the “Intercreditor Agreement”), among Holdings, the Company, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, [ ], as Representative for the Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Borrower or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority AgentRepresentative within thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrower agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without Without the prior written consent of the First Lien AgentsSenior Collateral Agent and the Majority Senior Parties, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each The Borrower agrees to deliver to the Senior Collateral Agent copies of (i) any new Second Priority Agent agrees that each applicable Debt Document and (ii) any amendments, supplements or other modifications to the Initial Second Priority Credit Agreement or any Second Priority Collateral Document related thereto or the principal agreement governing any new class of Second Priority Debt or any Second Priority Collateral Document related thereto, in each case promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the Senior Collateral Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [identify applicable Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the First Lien/Second Lien AgentsIntercreditor Agreement referred to below), including liens and security interests granted to JPMorgan Chase Bank, N.A., as administrative agent, pursuant to or in connection with the Credit Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time), among TriNet HR Corporation, a California corporation (the “Borrower”), TriNet Group, Inc., a Delaware corporation (“Holdings”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and (ii) the exercise of any right or remedy by the [identify applicable Second Priority Representative] hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), among the Borrower, Holdings, JPMorgan Chase Bank, N.A., as collateral agent for the Senior Secured Parties and as Representative for the Credit Agreement Secured Parties, Wilmington Trust, National Association, as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative that from time to time becomes a party thereto pursuant to Section 8.09 thereof. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents Senior Collateral Agent or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Collateral Agent, the Senior Secured Parties, a Holdings, the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable the comparable Second Priority Collateral Document Documents without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a BorrowerHoldings, the Borrower or any other Pledgor or any Second Priority Secured PartyGrantor; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may behowever, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent shall have been given to each Second Priority Agent; provided that the failure to give such notice shall not affect Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)consent. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof or hereafter shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to HSBC Bank Canada, as administrative agent (and its permitted successors), for the benefit of the secured parties, pursuant to certain security agreements and other collateral security documents (as amended, amended and restated, supplemented or otherwise modified from time to time), from Eldorado Gold Corporation and the other “Grantors” referred to therein, in favor of HSBC Bank Canada, as administrative agent for the benefit of the secured parties referred to therein [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [the Second Priority Agent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among HSBC Bank Canada, in its capacity as First Lien Agent, and [ ], as Trustee and Second Priority Agent. 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.” (b) In the event that the First Lien Agents or the Senior Secured Parties Lenders enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures departure from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured PartiesLenders, a the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such the Borrower or such PledgorGrantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredDebt Obligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to XXXXXX XXXXXXX SENIOR FUNDING, INC., as administrative agent, pursuant to or inconsistent in connection with the First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time), among GARDEN ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), GARDEN MERGER SUB, LLC, a Delaware limited liability company (the “Initial Borrower”), THE XXXXXXXX GROUP LTD. LLC, a Delaware limited liability company (the “Company”), the lenders from time to time party thereto and 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] hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Holdings, the Initial Borrower, the Company, XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent, CREDIT SUISSE AG, as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a Borrower the Borrowers or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Company or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority AgentRepresentative within thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrowers agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Company agrees to deliver to the Designated 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 Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable security agreement included in the Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to (A) BARCLAYS BANK PLC, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of [__], 2019 (as amended, restated, supplemented or otherwise modified from time to time), among CONNECT MIDCO LIMITED (f/k/a Triton Midco (Guernsey) Limited), a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66186, CONNECT BIDCO LIMITED (f/k/a Triton Bidco (Guernsey) Limited), a non-cellular company limited by shares incorporated under the laws of Guernsey with company number 66187, CONNECT XXXXX SARL (f/k/a Triton Xxxxx SARL), a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, having its registered office at 0-0, Xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Companies Register under number B233109, CONNECT U.S. XXXXX LLC, a Delaware limited liability company, the lenders and issuing banks from time to time party thereto, BARCLAYS BANK PLC, as administrative agent and collateral agent, and (B) WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent, in connection with the Senior Indenture, dated as of October 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time), among CONNECT XXXXX SARL (f/k/a Triton Xxxxx SARL), a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, having its registered office at 0-0, Xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, registered with the Luxembourg Companies Register under number B233109, CONNECT U.S. XXXXX LLC, a Delaware limited liability company, the guarantors identified therein, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee and the Senior Indenture Collateral Agent and the other parties thereto, and (ii) the exercise of any right or remedy by the Second Priority Representative hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [________], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among CONNECT MIDCO LIMITED, CONNECT BIDCO LIMITED, CONNECT XXXXX SARL, CONNECT U.S. XXXXX LLC, and its respective subsidiaries and affiliated entities party thereto, BARCLAYS BANK PLC, as the Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Senior Indenture Collateral Agent and [________], as the Initial Second Priority Representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” provided that the First Lien AgentsNotes Collateral Agent shall have no obligation to cause such documents to contain such legend or otherwise verify compliance with this Section 5.04(a). (b) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a the Company, any Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrowerthe Company, any other Pledgor Borrower or any Second Priority Secured Partyother Grantor; provided, however, that (A) no such amendment, waiver or consent does not materially adversely affect shall have the rights effect of a Borrower, (i) releasing any other Pledgor or the Liens of any Second Priority Secured Parties Representative or the interests of the any Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower Debt Party or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior removing assets subject to the Lien of the Comparable Second Priority Collateral Document). The relevant First Documents, except to the extent that such release is permitted by Section 5.01 and there is a corresponding release of the Lien Agent securing the Senior Obligations, (ii) imposing duties or obligations that are adverse on any Second Lien Representative without its consent or (iii) altering the terms of the Second Lien Debt Documents to permit other Liens on the Collateral not permitted under the terms of the Second Lien Debt Documents as in effect on the date hereof or under Article VI hereof and (B) the Company shall give written notice of such amendment, waiver or consent to each Second Priority Agent; Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent, provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect approved by the First Priority Designated Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the applicable Second Priority Agent for the benefit of the Secured Parties pursuant to this agreement are expressly subject and subordinate to the liens and security interests granted to Wilmington Trust, National Association as collateral agent (and its permitted successors), for the benefit of the secured parties referred to below, pursuant to the Collateral Agreement (First Lien) dated as of October 6, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time), from the Company and the other “Pledgors” referred to therein, in favor of Wilmington Trust, National Association, as collateral agent for the benefit of the secured parties referred to therein and other Senior Collateral Documents (as defined in the Second Lien AgentsIntercreditor Agreement (defined below)) and to the liens and security interests granted to Other First Priority Lien Obligations Agent pursuant to Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time), and (ii) the exercise of any right or remedy by the applicable Second Priority Agent hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of October 6, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Second Lien Intercreditor Agreement”), by and among Wilmington Trust, National Association in its capacity as First Lien Agent, UMB Bank, National Association, as Initial Other First Priority Lien Obligations Agent and UMB Bank, National Association, as Trustee. In the event of any conflict between the terms of the Second Lien Intercreditor Agreement and the terms of this agreement, the terms of the Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents or the Senior Secured Parties Lenders enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured PartiesLenders, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower the Company or such PledgorGrantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien AgentsDebt Document, no Second Priority Collateral Debt Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Debt Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated 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 Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the First Lien Agents). (b) In the event that the First Lien Agents or the Designated Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured Parties, a Borrower or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained Representative): “Notwithstanding anything herein to the contrary notwithstandingcontrary, until (i) the Discharge of Senior Lender Claims has occurred, no liens and security interests granted to the [Second Priority Collateral Document shall be entered into unless Representative] pursuant to this Agreement are expressly subject and subordinate to the collateral covered thereby is also subject to a perfected first-priority interest liens and security interests granted in favor of the First Lien Agents for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Xxxxxxx Xxxxx Bank USA, as administrative agent, pursuant to or in connection with the Senior Collateral DocumentsCredit Agreement, dated as of May 8, 2014, among the Borrower, the lenders from time to time party thereto, Xxxxxxx Sachs Bank USA, as administrative agent, and the other parties thereto, as further amended, restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the (x) Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Xxxxxxx Xxxxx Bank USA, as Administrative Agent, the Borrower, the other Grantors (as defined therein) party thereto from time to time and [ ]. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect approved by the First Lien Agents): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [applicable Second Priority Agent for the benefit of the [Secured Parties]] pursuant to this agreement are expressly junior and subordinate to the liens and security interests granted to General Electric Capital Corporation, as collateral agent (and its permitted successors), in each case, for the benefit of the secured parties referred to below, pursuant to (x) the Current Asset Revolving Facility Guarantee and Collateral Agreement dated as of December 18, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Pledgors” referred to therein], in favor of General Electric Capital Corporation, as collateral agent, in each case, for the benefit of the secured parties referred to therein and (y) the Fixed Asset Revolving Facility Guarantee and Collateral Agreement dated as of December 18, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time), from [the Company and the other “Pledgors” referred to therein], in favor of General Electric Capital Corporation, as collateral agent, in each case, for the benefit of the secured parties referred to therein, [and to the liens and security interests granted to [Other First Priority Lien Obligations Agent] pursuant to [Other First Priority Lien Obligations Security Document (as amended, supplemented or otherwise modified from time to time)]], and (ii) the exercise of any right or remedy by the [applicable Second Priority Agent] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of November 3, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among General Electric Capital Corporation, in its respective capacities as Intercreditor Agent and The Bank of New York Mellon Trust Company, N.A., as Trustee. 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.” (b) In the event that the First Lien Agents or the Senior Secured Parties Lenders enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured PartiesLenders, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor Agent or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower the Company or such PledgorGrantor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Administrative Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredDebt Obligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to XXXXXXX XXXXX BANK USA, as administrative agent, pursuant to or inconsistent in connection with the First Lien Credit Agreement, dated as of March 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), NAUTILUS MERGER SUB, LLC, a Delaware limited liability company (the “Initial Borrower”), VISION HOLDING CORP., a Delaware corporation (the “Company”), NATIONAL VISION, INC., a Georgia corporation (“NVI”), the lenders from time to time party thereto and XXXXXXX XXXXX BANK USA, 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 hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of March 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Holdings, the Initial Borrower, the Company, NVI, XXXXXXX XXXXX BANK USA, as Administrative Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a Borrower the Borrowers or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Company or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority AgentRepresentative within thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrowers agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without Without the prior written consent of the First Lien AgentsFirst-Priority Collateral Agent and the Required Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Unless otherwise agreed to by the First-Priority Agent Collateral Agent, each Second-Priority Representative agrees that each applicable Second Second-Priority Collateral Document shall contain include language substantially the applicable provisions set forth on Annex I hereto same as the following paragraph (or language to similar provisions effect approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) Credit Suisse AG, Cayman Islands Branch as collateral agent (and its permitted successors) pursuant to the Collateral Agreement dated as of March 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time), by and among XxXxxx-Xxxx Global Education Intermediate Holdings, LLC, XxXxxx-Xxxx Global Education Holdings, LLC, certain of their affiliates and Credit Suisse AG, Cayman Islands Branch, as collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien AgentsIntercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Credit Suisse AG, Cayman Islands Branch, in its capacity as the Credit Agreement Agent and First-Priority Collateral Agent, [ ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, XxXxxx-Xxxx Global Education Intermediate Holdings, LLC, XxXxxx-Xxxx Global Education Holdings, LLC and the subsidiaries of XxXxxx-Xxxx Global Education Holdings, LLC named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent, a Borrower, any other Pledgor Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Collateral Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner manner, and (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)Representative. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien AgentsDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Deutsche Bank AG New York Branch, as administrative agent, pursuant to or in connection with the First Lien AgentsCredit Agreement, dated as of May 5, 2015 among Holdings, Intermediate Holdings, the Lead Borrower, the Co-Borrower, certain of the Lead Borrower’s Subsidiaries, the lenders from time to time party thereto, the guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as First Lien Administrative Agent, Holdings, Intermediate Holdings, the Lead Borrower, the Co-Borrower, the other Grantors from time to time party hereto, the Second Priority Representative and each additional Representative 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 governing the exercise of any right or remedy, the terms of the Intercreditor Agreement shall govern and control.” (b) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a either Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, either Borrower or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely shall (A) remove assets subject to the Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a) or (b); provided further that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Representative in its role as Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority Agent; provided that the failure to give such notice shall not affect Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect (although the failure to give any such notice shall in no way affect the provisions effectiveness of any Second Priority Collateral Document as set forth in this Section 5.3(bsuch amendment, waiver or consent). (c) Anything contained herein The Borrower agrees to deliver to each of the contrary notwithstanding, until Designated Senior Representative and the Discharge of Senior Lender Claims has occurred, no Designated Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor Representative copies of the First Lien Agents for the benefit of the Senior Secured Parties pursuant (i) any amendments, supplements or other modifications to the Senior Collateral DocumentsDebt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent Each of the First Lien AgentsBorrower and each Second Priority Representative, no for itself and on behalf of each other Second Priority Secured Party under its Second Priority Debt Facility, agrees that each 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 under its Second Priority Collateral Document, would be prohibited by Debt Facility (other than any account control or inconsistent similar agreement with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document third parties) shall contain the applicable provisions set forth on Annex I hereto (hereto, or similar provisions approved by the Designated First Lien Agents)Priority Representative, which approval shall not be unreasonably withheld or delayed. (b) In the event that the First Lien Agents or Priority Representatives and/or the Senior other First Priority Secured Parties and the relevant Grantor enter into any amendment, modification, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured Parties, Priority Collateral Documents (other than this Agreement) or in connection with a Borrower Refinancing enter into new or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral)additional First Priority Collateral Documents, then such amendment, waiver modification, waiver, consent or consent change shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document Document, in each case, without the consent of any Second Priority Agent, a Borrower, Representative or any other Pledgor Second Priority Secured Party, the Borrower or any other Grantor, and in connection with any such Refinancing, the Second Priority Representative and any other Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Partyshall enter into corresponding agreements; provided, that (i) no such amendment, modification, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (x) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01 and provided that there is a concurrent release of the corresponding First Priority Liens, (y) amend, modify or otherwise affect the duties of any Second Priority Representative in its capacity as such without its prior written consent or (z) permit Liens on the Collateral which are not permitted under the terms of the Second Priority Secured Parties in the Second Priority Collateral Debt Documents and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, modification, waiver or consent shall have been given to each Second Priority AgentRepresentative within 10 Business Days after the effectiveness of such amendment, modification, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, modification, waiver or consent with respect to the provisions of any Second Priority Collateral Document Documents as set forth in this Section 5.3(b)5.03(c) and shall not result in the occurrence or continuance of an event of default or default under any Debt Document. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without Without the prior written consent of the First Lien AgentsFirst-Priority Collateral Agent and the Required Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Unless otherwise agreed to by the First-Priority Agent Collateral Agent, each Second-Priority Representative agrees that each applicable Second Second-Priority Collateral Document shall contain include language substantially the applicable provisions set forth on Annex I hereto same as the following paragraph (or language to similar provisions effect approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) Deutsche Bank AG New York Branch as collateral agent (and its permitted successors) pursuant to the Collateral Agreement (First Lien) dated as of February 14, 2014 (as amended, restated, supplemented or otherwise modified from time to time), by and among CEC Entertainment, Inc., certain of its subsidiaries and Deutsche Bank AG New York Branch, as collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien AgentsIntercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Deutsche Bank AG New York Branch, in its capacity as the Credit Agreement Agent, Deutsche Bank AG New York Branch, in its capacity as the First-Priority Collateral Agent, [ ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, CEC Entertainment, Inc. and its subsidiaries named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern. ” Table of Contents (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent, a Borrower, any other Pledgor Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Collateral Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner manner, and (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)Representative. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without Without the prior written consent of the First Lien AgentsFirst-Priority Agent and the Required Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents). (b) In the event that the First Lien Agents First-Priority Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Agent, the Senior First-Priority Secured Parties, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second the Second-Priority Agent, a Borrower, any other Pledgor Agent or any Second Second-Priority Secured Party and without any action by any Second the Second-Priority Agent, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner manner, and (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give B) written notice of such amendment, waiver or consent shall have been given to each Second the Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without Without the prior written consent of the First Lien AgentsRequired Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, (i) would result in the final maturity date of the Second-Priority Obligations thereunder being earlier than the final maturity date of any Priority-Lien Obligations or the Weighted Average Life to Maturity (as defined in any First-Priority Document or similar term thereunder) with respect to such Second-Priority Obligations being shorter than such weighted average life to maturity with respect to any Priority-Lien Obligations or (ii) would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Unless otherwise agreed to by the First-Priority Collateral Agent (at the direction of the Required Lenders), each Second-Priority Representative agrees that each applicable Second Second-Priority Collateral Document shall contain include language substantially the applicable provisions set forth on Annex I hereto same as the following paragraph (or language to similar provisions effect approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) Wilmington Trust, National Association, as collateral agent (and its permitted successors), pursuant to the [DESCRIBE APPLICABLE SECURITY AGREEMENT] or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral (as defined in the First Lien/Second Lien Intercreditor Agreement) is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [__] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Wilmington Trust, National Association, in its capacity as the First Lien Agents)Credit Agreement Agent, Wilmington Trust, National Association, in its capacity as the First-Priority Collateral Agent, and [______], in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, a the Parent Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent, a Borrower, any other Pledgor Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Parent Borrower or any other Grantor; provided, provided that (A) such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Collateral Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien other than by virtue of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Documenttheir relative priorities and rights and obligations hereunder). The relevant First Lien Agent shall give , and (B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)Representative. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredDebt Obligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to GXXXXXX SXXXX BANK USA, as administrative agent, pursuant to or inconsistent in connection with the First Lien Credit Agreement, dated as of March 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), NAUTILUS MERGER SUB, LLC, a Delaware limited liability company (the “Initial Borrower”), VISION HOLDING CORP., a Delaware corporation (the “Company”), NATIONAL VISION, INC., a Georgia corporation (“NVI”), the lenders from time to time party thereto and GXXXXXX SACHS BANK USA, 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 hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of March 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Holdings, the Initial Borrower, the Company, NVI, GXXXXXX SXXXX BANK USA, as Administrative Agent, MXXXXX SXXXXXX SENIOR FUNDING, INC., as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a Borrower the Borrowers or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Company or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority AgentRepresentative within thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrowers agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien AgentsDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to The Bank of Nova Scotia, as administrative agent, pursuant to or in connection with the First Lien AgentsCredit Agreement, dated as of [ ] among the Borrower, the lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the Second Priority Representative hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among The Bank of Nova Scotia, as First Lien Administrative Agent, The Bank of Nova Scotia, as Second Lien Administrative Agent, each additional Second Priority Representative and Senior Representative from time to time party thereto, the Borrower and their respective subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Borrower or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely shall (A) remove assets subject to the Second Priority Liens or release any such Liens, except to the extent that such release is permitted or required by Section 5.01(a); provided further that there is a concurrent release of the corresponding Senior Liens or (B) amend, modify or otherwise affect the rights or duties of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Representative in its role as Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority Agent; provided that the failure to give such notice shall not affect Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)consent. (c) Anything contained herein The Borrower agrees to deliver to each of the contrary notwithstanding, until Designated Senior Representative and the Discharge of Senior Lender Claims has occurred, no Designated Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor Representative copies of the First Lien Agents for the benefit of the Senior Secured Parties pursuant (i) any amendments, supplements or other modifications to the Senior Collateral DocumentsDebt Documents or the Second Priority Debt Documents and (ii) any new Senior Debt Documents or Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredDebt Obligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to XXXXXXX XXXXX BANK USA, as administrative agent, pursuant to or inconsistent in connection with the First Lien Credit Agreement, dated as of March 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), NAUTILUS MERGER SUB, LLC, a Delaware limited liability company (the “Initial Borrower”), VISION HOLDING CORP., a Delaware corporation (the “Company”), NATIONAL VISION, INC., a Georgia corporation (“NVI”), the lenders from time to time party thereto and XXXXXXX SACHS BANK USA, 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 hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of March 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Holdings, the Initial Borrower, the Company, NVI, XXXXXXX XXXXX BANK USA, as Administrative Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC., as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a Borrower the Borrowers or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Company or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority AgentRepresentative within thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrowers agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document executed as of the date hereof shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents). (b) In the event that the First Lien Agents or the Senior Secured Parties Lenders enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured PartiesLenders, a Borrower the Borrowers or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrowerthe Borrowers, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrowerthe Borrowers, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrowerthe Borrowers, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower the Borrowers or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties Lenders pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without Without the prior written consent of the First Lien AgentsFirst-Priority Collateral Agent and the Required Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Unless otherwise agreed to by the First-Priority Agent Collateral Agent, each Second-Priority Representative agrees that each applicable Second Second-Priority Collateral Document shall contain include language substantially the applicable provisions set forth on Annex I hereto same as the following paragraph (or language to similar provisions effect approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) Apollo Administrative Agency LLC, as collateral agent (and its permitted successors), pursuant to that certain Xxxxxxx and Restated First Lien AgentsCredit Agreement, dated as of October 15, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Gannett Holdings LLC, a Delaware limited liability company, Gannett Co., Inc., a Delaware corporation, certain of its subsidiaries, Apollo Global Funding LLC, as co-manager, and Apollo Administrative Agency LLC, as administrative agent and collateral agent, or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral (as defined in the First Lien/Second Lien Intercreditor Agreement) is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of October 15, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Apollo Administrative Agency LLC, in its capacity as the First Lien Agreement Agent, Apollo Administrative Agency LLC, in its capacity as the First Lien Agreement Collateral Agent, U.S. Bank Trust Company, National Association, in its capacity as the Initial Other First-Priority Agent, U.S. Bank Trust Company, National Association, in its capacity as the Initial Other First-Priority Collateral Agent, U.S. Bank Trust Company, National Association, in its capacity as the Initial Second-Priority Agent, and Alter Domus Products Corp., in its capacity as the Initial Second-Priority Collateral Agent. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, a the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent, a Borrower, any other Pledgor Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Borrower or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Collateral Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien other than by virtue of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Documenttheir relative priorities and rights and obligations hereunder). The relevant First Lien Agent shall give , and (B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)Representative. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien AgentsDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the First Lien Agents). (b) In the event that the First Lien Agents or the Designated Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured Parties, a Borrower or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained Representative): “Notwithstanding anything herein to the contrary notwithstandingcontrary, until (i) the Discharge of Senior Lender Claims has occurred, no liens and security interests granted to the [Second Priority Collateral Document shall be entered into unless Representative] pursuant to this Agreement are expressly subject and subordinate to the collateral covered thereby is also subject to a perfected first-priority interest liens and security interests granted in favor of the First Lien Agents for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Deutsche Bank AG New York Branch, as administrative agent, pursuant to or in connection with the Senior Collateral DocumentsFirst Lien Credit Agreement, dated as of May 5, 2015 among Holdings, Intermediate Holdings, the Lead Borrower, the Co-Borrower, certain of the Lead Borrower’s Subsidiaries, the lenders from time to time party thereto, the guarantors from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as First Lien Administrative Agent, Holdings, Intermediate Holdings, the Lead Borrower, the Co-Borrower, the other Grantors from time to time party hereto, the Second Priority Representative and each additional Representative 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 governing the exercise of any right or remedy, the terms of the Intercreditor Agreement shall govern and control.”

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien AgentsDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. The Borrowers agree to deliver to the Designated 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 Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the First Lien Agents). (b) In the event that the First Lien Agents or the Designated Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured Parties, a Borrower or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained Representative): “Notwithstanding anything herein to the contrary notwithstandingcontrary, until (i) the Discharge of Senior Lender Claims has occurred, no liens and security interests granted to the [Second Priority Collateral Document shall be entered into unless Representative] pursuant to this Agreement are expressly subject and subordinate to the collateral covered thereby is also subject to a perfected first-priority interest liens and security interests granted in favor of the First Lien Agents for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Barclays Bank PLC, as administrative agent, pursuant to or in connection with the Senior Collateral DocumentsCredit Agreement dated as of [ ], 2011 (as amended, restated, supplemented or otherwise modified from time to time), among GO DADDY OPERATING COMPANY, LLC, a Delaware limited liability company (the “Existing Borrower”), GD FINANCE CO, INC., a Delaware corporation (the “XxxXx Borrower” and, together with the Existing Borrower, the “Borrowers”), Desert Newco, LLC, a Delaware limited liability company, (“Holdings”), 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] hereunder is subject to the limitations and provisions of the Intercreditor Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Barclays Bank PLC, as Administrative Agent, [ ] and its subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredObligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrower agrees to deliver to the Designated Senior Representative copies of (i) any amendments, restatements, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to THE TORONTO-DOMINION BANK, as Collateral Agent, pursuant to or inconsistent in connection with the Credit Agreement, dated as of February 25, 2019 (as amended, restated, supplemented or otherwise modified from time to time), among SEMCAMS MIDSTREAM ULC, an unlimited liability corporation subsisting under the laws of the Province of Alberta (the “Borrower”), the lending institutions from time to time parties thereto, THE TORONTO-DOMINION BANK, as the Administrative Agent, the Collateral Agent, and aan Issuing Bank, and the other parties thereto, and (ii) the exercise of any right or remedy by the Second Priority Representative hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of [●] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among the Borrower, the other Grantors party thereto, THE TORONTO-DOMINION BANK, as the Collateral Agent, [●], as Initial Second Priority Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, restatement, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a the Borrower or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, restatement, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Borrower or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, restatement, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, restatement, waiver or consent shall have been given to each Second Priority AgentRepresentative within ten (10) days after the effectiveness of such amendment, restatement, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrower agrees to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, restatements, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims the First-Priority Obligations has not occurred, without the prior written consent of the First Lien AgentsFirst-Priority Collateral Agent and the Required Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any other First-Priority Document. Each Second Unless otherwise agreed to by the First-Priority Agent Collateral Agent, each Grantor agrees that each applicable Second Second-Priority Collateral Document shall contain include language substantially the applicable provisions set forth on Annex I hereto same as the following paragraph (or language to similar provisions effect approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted (a) Barclays Bank PLC as collateral agent (and its permitted successors) pursuant to the Collateral Agreement dated as of August 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time), by and among XX Xxxxxx Enterprises, Inc., certain of its affiliates and Barclays Bank PLC, as collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien AgentsIntercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of August 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Barclays Bank PLC, in its capacity as the Credit Agreement Agent and First-Priority Collateral Agent, Wilmington Trust, National Association, in its capacity as the Notes Collateral Agent and Second-Priority Collateral Agent, XX Xxxxxx Enterpises, Inc., XX Xxxxxx of America, Inc. and the subsidiaries of XX Xxxxxx of America, Inc. named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent, a Borrower, any other Pledgor Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not (i) amend, modify or otherwise affect the rights or duties of any Second-Priority Representative without its prior written consent or (ii) otherwise materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Collateral Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner manner, and (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that Representative by the failure to give such notice shall not affect First-Priority Collateral Agent within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)consent. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as Except to the Discharge of extent not prohibited by any Senior Lender Claims has not occurred, without the prior written consent of the First Lien AgentsDebt Document, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Each Second Priority Agent Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each applicable Second Priority Collateral Document under its Second Priority Debt Facility shall contain include the applicable provisions set forth on Annex I hereto following language (or language to similar provisions effect reasonably approved by the First Lien Agents). Designated Senior Representative): “Notwithstanding anything herein to the contrary, (bi) In the event that the First Lien Agents or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting liens and security interests granted to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien Agents, the Senior Secured Parties, a Borrower or any other Pledgor thereunder (including the release of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral Representative pursuant to this Agreement are expressly subject and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard subordinate to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b). (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest liens and security interests granted in favor of the First Lien Agents for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to The Bank of Nova Scotia, as administrative agent, pursuant to or in connection with the First Lien Credit Agreement, dated as of [ ] among the Borrower, the lenders from time to time party thereto, The Bank of Nova Scotia, as administrative agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the Second Priority Representative hereunder is subject to the limitations and provisions of the Second Lien Intercreditor Agreement dated as of [ ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among The Bank of Nova Scotia, as First Lien Administrative Agent, The Bank of Nova Scotia, as Second Lien Administrative Agent, each additional Second Priority Representative and Senior Collateral DocumentsRepresentative from time to time party thereto, the Borrower and their respective subsidiaries and affiliated entities party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented, waived or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredDebt Obligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification, waiver or Refinancing (or successive amendments, restatements, supplements, modifications, waivers or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives (acting at the written direction of the requisite holders in the applicable Senior Debt Documents), no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Obligors agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to or inconsistent in connection with the Indenture, dated as of [●], 20[●] (as amended, restated, supplemented, Refinanced and/or otherwise modified from time to time), by and among EchoStar Corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, and (ii) the exercise of any right or remedy by the Second Priority Representative hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of [ ], 20[ ] (as amended, restated, supplemented and/or otherwise modified from time to time, the “Intercreditor Agreement”), among the Obligors party thereto, The Bank of New York Mellon Trust Company, N.A., as Collateral Agent, [ ], as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a Borrower or any other Pledgor the Obligors thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Partythe Obligors; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given by the Obligors to each Second Priority AgentRepresentative within ten (10) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Obligors agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims the First-Priority Obligations has not occurred, without the prior written consent of the First Lien AgentsFirst-Priority Collateral Agent and the Required Lenders, no Second Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this AgreementAgreement or any other First-Priority Document. Each Second Unless otherwise agreed to by the First-Priority Agent Collateral Agent, each Grantor agrees that each applicable Second Second-Priority Collateral Document shall contain include language substantially the applicable provisions set forth on Annex I hereto same as the following paragraph (or language to similar provisions effect approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) Barclays Bank PLC, as collateral agent (and its permitted successors) pursuant to the First Lien AgentsGuaranty and Collateral Agreement dated as of February 7, 2014 (as amended, restated, supplemented or otherwise modified from time to time), by and among SFX Entertainment, Inc., certain of its affiliates and Barclays Bank PLC, as collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of February 7, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Barclays Bank PLC, in its capacity as the Credit Agreement Agent and First-Priority Collateral Agent, U.S. Bank National Association, in its capacity as the Notes Collateral Agent and Second-Priority Collateral Agent, and SFX Entertainment, Inc. 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.” (b) In the event that the First Lien Agents First-Priority Collateral Agent or the Senior First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any Senior of the First-Priority Collateral Document Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior First-Priority Collateral Document or changing in any manner the rights of the First Lien AgentsFirst-Priority Collateral Agent, the Senior First-Priority Secured Parties, a Borrower the Company or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable Second Second-Priority Collateral Document without the consent of any Second Second-Priority Agent, a Borrower, any other Pledgor Representative or any Second Second-Priority Secured Party and without any action by any Second Second-Priority AgentRepresentative, a Borrower, any other Pledgor or any Second Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not (i) amend, modify or otherwise affect the rights or duties of any Second-Priority Representative without its prior written consent or (ii) otherwise materially adversely affect the rights of a Borrower, any other Pledgor or the Second Second-Priority Secured Parties or the interests of the Second Second-Priority Secured Parties in the Second Second-Priority Collateral and not the other creditors of such Borrower First-Priority Collateral Agent or such Pledgorthe First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner manner, and (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give B) written notice of such amendment, waiver or consent shall have been given to each Second Second-Priority Agent; provided that Representative by the failure to give such notice shall not affect First-Priority Collateral Agent within 10 Business Days after the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)consent. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as the Discharge of Senior Lender Claims has not occurred, without the prior written consent of the First Lien Agents, no No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into 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. Each Second Priority Agent The Issuer agrees that each applicable to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Document shall contain the applicable provisions set forth on Annex I hereto Documents and (or similar provisions approved by the First Lien Agents)ii) any new Second Priority Collateral Documents promptly after effectiveness thereof. (b) The ABL Agent, for itself and on behalf of each ABL Secured Party under its ABL Credit Facility, agrees that each ABL Collateral Document shall include the following language (or language to similar effect reasonably approved by the Designated Term Representative): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the ABL Agent on the Notes Priority Collateral (as defined in the Intercreditor Agreement referred to below) pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Term Secured Parties (as defined in the Intercreditor Agreement referred to below) on the Notes Priority Collateral, and (ii) the exercise of any right or remedy by the ABL Agent hereunder with respect to the Notes Priority Collateral is subject to the limitations and provisions of the Intercreditor Agreement dated as of (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among , as Term Collateral Agent, Bank of America, N.A., as ABL Agent, the Issuer, Holdings and each other representative 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.” (c) Each Term Representative, for itself and on behalf of each Term Secured Party under its Term Credit Facility, agrees that each Term Collateral Document under its Term Credit Facility shall include the First Lien Agents following language (or language to similar effect reasonably approved by the Senior ABL Agent): “Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Term Representative] on the ABL Priority Collateral (as defined in the Intercreditor Agreement referred to below) pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the ABL Secured Parties enter into (as defined in the Intercreditor Agreement referred to below) in the ABL Priority Collateral, and (ii) the exercise of any amendmentright or remedy by the [Term Representative] hereunder with respect to the ABL Priority Collateral is subject to the limitations and provisions of the Intercreditor Agreement dated as of (as amended, waiver restated, supplemented or consent otherwise modified from time to time, the “Intercreditor Agreement”), among , as Term Collateral Agent, Bank of America, N.A., as ABL Agent, the Issuer, Holdings and each other representative 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.” The inclusion of the foregoing language in respect of the Collateral Documents does not modify or replace any Senior Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner impair the rights of the First Lien Agents, applicable Secured Parties against the Senior Secured Parties, a Borrower or applicable Grantors. The failure to include such language in any other Pledgor thereunder (including Collateral Document shall not give rise to any liability on the release part of any Liens in Senior Lender Collateral), then such amendment, waiver or consent shall apply automatically party to any comparable provision of each Comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party and without any action by any Second Priority Agent, a Borrower, any other Pledgor or any Second Priority Secured Party; provided, that such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or the Second Priority Secured Parties or the interests of the Second Priority Secured Parties in the Second Priority Collateral and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give written notice of such amendment, waiver or consent to each Second Priority Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent this Agreement with respect to the provisions of any Second Priority such Collateral Document as set forth in this Section 5.3(b)Document. (c) Anything contained herein to the contrary notwithstanding, until the Discharge of Senior Lender Claims has occurred, no Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Senior Secured Parties pursuant to the Senior Collateral Documents.

Amendments to Second Priority Collateral Documents. (a) So long as The Senior Debt Documents may be amended, restated, supplemented or otherwise modified in accordance with their terms, and the Discharge of Senior Lender Claims has not occurredDebt Obligations may be Refinanced or replaced, in whole or in part, in each case, without the consent of any Second Priority Representative or any Second Priority Debt Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that, without the consent of the Second Priority Majority Representatives, no such amendment, restatement, supplement, modification or Refinancing (or successive amendments, restatements, supplements, modifications or Refinancings) shall contravene any provision of this Agreement. (b) Without the prior written consent of the First Lien AgentsSenior Representatives, no Second Priority Collateral Debt Document may be amended, restated, supplemented or otherwise modified modified, or entered into into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modificationmodification or Refinancing, or the terms of such new Second Priority Debt Document, would contravene the provisions of this Agreement. The Borrowers agree to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new Second Priority Collateral DocumentDocuments promptly after effectiveness thereof; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. Each Second Priority Representative, would be prohibited for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior 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 Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to MXXXXX SXXXXXX SENIOR FUNDING, INC., as administrative agent, pursuant to or inconsistent in connection with the First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time), among GARDEN ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), GARDEN MERGER SUB, LLC, a Delaware limited liability company (the “Initial Borrower”), THE BXXXXXXX GROUP LTD. LLC, a Delaware limited liability company (the “Company”), the lenders from time to time party thereto and MXXXXX SXXXXXX 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] hereunder is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Holdings, the Initial Borrower, the Company, MXXXXX SXXXXXX SENIOR FUNDING, INC., as Administrative Agent, CREDIT SUISSE AG, as Representative for the Initial Second Priority Debt Parties, and each additional Second Priority Representative and Senior Representative 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. Each Second Priority Agent agrees that each applicable Second Priority Collateral Document , the terms of the Intercreditor Agreement shall contain the applicable provisions set forth on Annex I hereto (or similar provisions approved by the First Lien Agents)govern.” (bc) In the event that the First Lien Agents or each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the Senior Collateral Document Documents for the purpose of adding to, to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the First Lien AgentsSenior Representatives, the Senior Secured Parties, a Borrower the Borrowers or any other Pledgor Grantor thereunder (including the release of any Liens in Senior Lender Collateral)) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each Comparable comparable Second Priority Collateral Document without the consent of any Second Priority Agent, a Borrower, any other Pledgor Representative or any Second Priority Secured Debt Party and without any action by any Second Priority AgentRepresentative, a Borrower, the Company or any other Pledgor or any Second Priority Secured PartyGrantor; provided, however, that (i) no such amendment, waiver or consent does not materially adversely affect the rights of a Borrower, any other Pledgor or shall (A) remove assets subject to the Second Priority Secured Parties Liens or release any such Liens, except to the interests extent that such release is permitted or required by Section 5.01(a) and provided that there is a substantially concurrent release of the corresponding Senior Liens or (B) impose duties that are adverse on any Second Priority Secured Parties in the Second Priority Collateral Representative without its prior written consent and not the other creditors of such Borrower or such Pledgor, as the case may be, that have a security interest in the affected collateral in a like or similar manner (without regard to the fact that the Lien of such Senior Collateral Document is senior to the Lien of the Comparable Second Priority Collateral Document). The relevant First Lien Agent shall give ii) written notice of such amendment, waiver or consent shall have been given to each Second Priority AgentRepresentative within thirty (30) days after the effectiveness of such amendment, waiver or consent; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Second Priority Collateral Document as set forth in this Section 5.3(b)and validity thereof. (cd) Anything contained herein The Borrowers agree to deliver to each of the Designated Senior Representative and the Designated Second Priority Representative copies of (i) any material amendments, supplements or other modifications to the contrary notwithstanding, until material Senior Debt Documents or the Discharge of Senior Lender Claims has occurred, no material Second Priority Collateral Document shall be entered into unless the collateral covered thereby is also subject to a perfected first-priority interest in favor of the First Lien Agents for the benefit of the Debt Documents and (ii) any new material Senior Secured Parties pursuant to the Senior Collateral DocumentsDebt Documents or material Second Priority Debt Documents promptly after effectiveness thereof.